Cap Effect Guarantee Sample Clauses

Cap Effect Guarantee. (i) In the event that the Stadium Credit was initially calculated to exceed the Stadium Credit Threshold, then for any individual stadi- um for which PSL, PSR, naming/cornerstone revenues were excluded from AR for that League Year, and to the extent that such revenues were excluded, and which excluded revenues were not included in the calculation determining that the Stadium Threshold had been reached, the “Incremental Cap Effect” from such stadium shall exceed the “Exclusion Cap Effect” by 125%. In the event that the Incremental Cap Effect does not exceed the Exclusion Cap Effect by 125% (a “Shortfall”), then an additional amount shall be imputed into AR sufficient to eliminate the Shortfall in the Salary Cap. (ii) For purposes of this Subsection, “Exclusion Cap Effect” equals 40% of the amount of revenue excluded from AR. “Incremental Cap Effect” equals 40% of the “Incremental AR” from the stadium in question. “Incremental AR” means the difference between the AR generated from the stadium in question as compared to the “Base AR.” “Base AR” means the AR generated from such stadium or its predecessor in the year prior to the completion of the construction or renovation (the “Base Year”); if PSR revenues are being excluded from AR for such stadium, Base AR shall not include any PSR revenues from the Base Year.
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Cap Effect Guarantee. (i) In the event that the Stadium Credit was initially calculated to exceed the Stadium Credit Threshold, then for any individual sta­ dium for which PSL, PSR, naming/cornerstone revenues were excluded from AR for that League Year, and to the extent that such revenues were excluded, and which ex­ cluded revenues were not included in the calculation determining that the Stadium Threshold had been reached, the "Incremental Cap Effect" from such stadium shall exceed the "Exclusion Cap Effect" by 125%. In the event that the Incremental Cap Effect does not exceed the Exclusion Cap Effect by 125% (a "Shortfall"), then an addi­ tional amount shall be imputed into AR sufficient to eliminate the Shortfall in the Salary Cap. (ii) For purposes of this Subsection, "Exclusion Cap Effect" equals 40% of the amount of revenue excluded from AR. "Incremental Cap Effect" equals 40% of the "Incremental AR" from the stadium in question. "Incremental AR" means the difference between the AR generated from the stadium in question as compared to the "Base AR."
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Related to Cap Effect Guarantee

  • Limited Guarantee Subject at all times to the terms and conditions set forth in this Limited Guarantee, the Guarantor absolutely and irrevocably guarantees to the Guaranteed Party the due and punctual performance and discharge of any payment obligations of Parent of 10% (such percentage, the Guarantor’s “Contribution Percentage”) of the aggregate amount of: (a) the Parent Termination Fee if and when due and payable pursuant to Section 6.06(c) of the Merger Agreement; (b) the payment obligations of Parent if and when due and payable pursuant to the last two sentences of Section 6.15(c) of the Merger Agreement; and (c) the payment obligations of Parent if and when due and payable pursuant to Section 6.06(d) of the Merger Agreement (clauses (a) through (c), collectively, the “Guaranteed Obligations”). Notwithstanding anything to the contrary contained in this Limited Guarantee, in no event shall the maximum aggregate liability of the Guarantor in respect of the Guaranteed Obligations exceed $5,060,191. The Guaranteed Party acknowledges and agrees that the Guarantor (or any of its successors or assignees) shall in no event be required to pay more than $5,060,191 (such limitation on the aggregate liability of the Guarantor for its Guaranteed Obligations being referred to in this Limited Guarantee as the “Cap”). This Limited Guarantee may not be enforced without giving effect to the Cap. The Guarantor shall not be required to pay any amount under this Limited Guarantee if it has funded in full its commitment under its Equity Funding Letter being delivered on the date of this Limited Guarantee (as such amount may be reduced or amended pursuant to such Equity Funding Letter) and the Closing has occurred. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party agrees that: (i) to the extent Parent or Merger Sub is relieved of all or any portion of the Guaranteed Obligations by satisfaction of such Guaranteed Obligations on the terms and subject to the conditions set forth in the Merger Agreement or pursuant to any other agreement with the Guaranteed Party, the Guarantor shall similarly be relieved of its Contribution Percentage of such obligations under this Limited Guarantee; and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guarantee that would be available to Parent or Merger Sub under the Merger Agreement with respect to the Guaranteed Obligations (other than insolvency, bankruptcy or reorganization of Parent or Merger Sub), including any defenses available to Parent or Merger Sub under the Merger Agreement in respect of any fraud of the Company or its Subsidiaries. The Guarantor acknowledges and agrees that the terms of this Limited Guarantee shall not restrict, impair or otherwise limit the injunctive, specific performance and other equitable relief remedies available to the Guaranteed Party pursuant to Section 9.10 of the Merger Agreement (the “Guarantee Exception”). Notwithstanding anything to the contrary in this Limited Guarantee, the Guaranteed Party expressly acknowledges that the Guarantee Exception is limited solely to rights of specific performance and injunctive relief against Parent pursuant and subject to Section 9.10 of the Merger Agreement and against the Guarantors under the Equity Funding Letters and does not include any other rights to specific performance or any similar remedy against Parent, the Guarantor or any of its Affiliates. Under no circumstances shall Seller, the Company or any other Person (individually or collectively) be permitted or entitled to receive both (x) a grant of specific performance or injunctive relief to cause Parent to draw down the Equity Financing, to enforce the rights of Parent under the Equity Funding Letters or to consummate the Closing and (y) any amounts in respect of the Guaranteed Obligations whatsoever in circumstances in which the Closing occurs. The Guaranteed Party agrees that in no event shall the Guarantor be required to pay to the Guaranteed Party any amounts in connection with this Limited Guarantee or the Merger Agreement other than as expressly set forth in this Limited Guarantee. All payments under this Limited Guarantee shall be made in lawful money of the United States, in immediately available funds.

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