Common use of Profit Limitation Clause in Contracts

Profit Limitation. (a) Notwithstanding any other provision of this agreement, in no event shall LISB's Total Profit (as hereinafter defined) exceed $60 million and, if it otherwise would exceed such amount, LISB, at its sole election, shall either (a) deliver to AFC for cancellation Shares previously purchased by LISB, (b) pay cash or other consideration to AFC or (c) undertake any combination thereof, so that LISB's total Profit shall not exceed $60 million after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, this Option may not be exercised for a number of Shares as would, as of the Notice Date, result in a Notional Total Profit (as defined below) of more than $60 million and, if exercise of the Option otherwise would exceed such amount, LISB, at its discretion, may increase the Purchase Price for that number of Shares set forth in the Stock Exercise Notice so that the Notional Total Profit shall not exceed $60 million; provided, that nothing in this sentence shall restrict any exercise of the Option permitted hereby on any subsequent date at the Purchase Price set forth in Section 2 hereof. (c) As used herein, the term "Total Profit" shall mean the aggregate amount (before taxes) of the following: (i) the amount of cash received by LISB pursuant to Section 6.03 of the Merger Agreement and Section 8(a)(ii) hereof, (ii) (x) the amount received by LISB pursuant to the repurchase of Option Shares pursuant to Section 8 or Section 9 hereof, less (y) LISB's purchase price for such Option Shares, and (iii) (z) the net cash amounts received by LISB pursuant to the sale of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to any unaffiliated party, less (y) LISB's purchase price for such Option Shares.

Profit Limitation. (a) Notwithstanding any other provision of this agreementAgreement, in no event shall LISBthe Grantee's Total Profit (as hereinafter defined) exceed $60 million 35,000,000 (the "Profit Limit") and, if it otherwise would exceed such amount, LISB------------ the Grantee, at its sole election, shall either (ai) deliver to AFC the Grantor for cancellation Option Shares previously purchased by LISBGrantee (valued at the EXECUTION COPY average closing price of the Common Stock on the NYSE for the five trading days ending on the trading date immediately preceding the date of delivery, (bii) pay cash or deliver other consideration to AFC the Grantor, or (ciii) undertake any combination thereof, so that LISBGrantee's total Total Profit shall not exceed $60 million the Profit Limit after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, this the Option may not be exercised for a number of Option Shares as would, as of the Notice Datedate of the Exercise Notice, result in a Notional Total Profit (as defined below) of more than $60 million the Profit Limit and, if exercise of the Option otherwise would exceed such amountthe Profit Limit, LISBthe Grantee, at its discretion, may increase the Purchase Price for that number of Option Shares set forth in the Stock Exercise Notice so that the Notional Total Profit shall not exceed $60 millionthe Profit Limit; provided, provided that nothing in this sentence shall restrict any exercise of the Option permitted hereby on any subsequent date at the Purchase Price set forth in Section 2 1(a) hereof. (c) As used herein, the term "Total Profit" shall mean the ------------ aggregate amount (before taxes) of the following: (i) the amount of cash received by LISB Grantee pursuant to Section 6.03 8.03(c) of the Merger Agreement and Section 8(a)(ii) hereofAgreement, (ii) (x) the amount received by LISB Grantee pursuant to the Grantor's repurchase of Option Shares pursuant to Section Sections 1(d), 7 or 8 or Section 9 hereof, less (y) LISBthe Grantee's aggregate purchase price for such Option Shares, and (iii) the amount received by Grantee in respect of a Cash Exercise Notice pursuant to Section 1(d) hereof, and (ziv) (x) the net cash amounts received by LISB Grantee pursuant to the sale of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to any unaffiliated party, less (y) LISBthe Grantee's aggregate purchase price for such Option Shares.

Profit Limitation. (a) Notwithstanding any other provision of this agreementAgreement or the Merger Agreement, in no event shall LISBthe Grantee's Total Profit (as hereinafter defined) exceed $60 600 million and, if it otherwise would exceed such amount, LISBthe Grantee shall repay such excess amount to Grantor in cash (or the purchase price for purposes of Section 7 or 8, at its sole electionas applicable, shall either (abe reduced) deliver to AFC for cancellation Shares previously purchased by LISB, (b) pay cash or other consideration to AFC or (c) undertake any combination thereof, so that LISBGrantee's total Total Profit shall not exceed $60 600 million after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, this Option may not be exercised for a number of Shares as would, as of the Notice Datedate of the Stock Exercise Notice, result in a Notional Total Profit (as defined below) of more than $60 600 million and, if exercise of the Option otherwise would exceed such amount, LISBthe Grantee, at its discretion, may increase the Purchase Price for that number of Shares set forth in the Stock Exercise Notice so that the Notional Total Profit shall not exceed $60 600 million; provided, that nothing in this sentence shall restrict any exercise of the Option permitted hereby on any subsequent date at the Purchase Price set forth in Section 2 1(a) hereof. (c) As used herein, the term "Total Profit" shall mean the aggregate amount (before taxes) of the following: (i) (x) the amount of cash received by LISB Grantee pursuant to Section 6.03 8.2 of the Merger Agreement and Section 8(a)(ii1(c) hereof, less (y) any repayment of such cash to Grantor, (ii) (x) the amount received by LISB Grantee pursuant to the Grantor's repurchase of Option Shares pursuant to Section Sections 7 or 8 or Section 9 hereof, less (y) LISBthe Grantee's purchase price for such Option Shares, and (iii) (zx) the net cash amounts received by LISB Grantee pursuant to the sale of Option Shares (or any other securities into or for which such Option Shares are converted or exchanged) to any unaffiliated party, less (y) LISBthe Grantee's purchase price for such Option Shares.

Profit Limitation. (a) Notwithstanding any other provision of this agreement, in no event shall LISBDCB's Total Profit (as hereinafter defined) exceed $60 million 4 million, and, if it otherwise would exceed such amount, LISBDCB, at its sole election, shall either (a) deliver to AFC FBI for cancellation Option Shares previously purchased by LISBDCB, (b) pay cash or other consideration to AFC FBI or (c) undertake any combination thereof, so that LISBDCB's total Total Profit shall not exceed $60 4 million after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, this Option may not be exercised for a number of Option Shares as would, as of the Notice Date, result in a Notional Total Profit (as defined below) of more than $60 million 4 million, and, if exercise of the Option otherwise would exceed such amount, LISBDCB, at its discretion, may increase the Purchase Price for that number of Shares set forth in the Stock Exercise Notice so that the Notional Total Profit shall not exceed $60 4 million; provided, that nothing in this sentence shall restrict any exercise of the Option permitted hereby on any subsequent date at the Purchase Price set forth in Section 2 hereof. (c) As used herein, the term "Total Profit" shall mean the aggregate amount (before taxes) of the following: (i) the amount of cash received by LISB pursuant to Section 6.03 of the Merger Agreement and Section 8(a)(ii) hereof, (ii) (x) the amount received by LISB DCB pursuant to the repurchase of Option Shares pursuant to Section 8 or Section 9 hereof, less (y) LISBDCB's purchase price for such Option Shares, and (iiiii) (z) the net cash amounts received by LISB DCB pursuant to the sale of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to any unaffiliated party, less (y) LISBDCB's purchase price for such Option Shares, (iii) the amount received by DCB pursuant to the repurchase of the Option to Section 8 or 9, (iv) any amounts received by DCB on the transfer of the Option (or any portion thereof) to any unaffiliated party and (v) any equivalent amount with respect to the Substitute Option.

Profit Limitation. (a) Notwithstanding any other provision of this agreementAgreement or the Merger Agreement, in no event shall LISBthe Grantee's Total Profit (as hereinafter defined) exceed $60 million 5,545,809 and, if it otherwise would exceed such amount, LISB, at its sole electionthe Grantee shall repay such excess amount to Grantor in cash (or the purchase price for purposes of Section 8, shall either (abe reduced) deliver to AFC for cancellation Shares previously purchased by LISB, (b) pay cash or other consideration to AFC or (c) undertake any combination thereof, so that LISBGrantee's total Total Profit shall not exceed $60 million 5,545,809 after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, this Option may not be exercised for a number of Shares as would, as of the Notice Datedate of the Stock Exercise Notice, result in a Notional Total Profit (as defined below) of more than $60 million 5,545,809 and, if exercise of the Option otherwise would exceed such amount, LISBthe Grantee, at its discretion, may increase the Purchase Price for that number of Shares set forth in the Stock Exercise Notice so that the Notional Total Profit shall not exceed $60 million5,545,809; provided, that nothing in this sentence shall restrict any exercise of the Option permitted hereby on any subsequent date at the Purchase Price set forth in Section 2 2(a) hereof. (c) As used herein, the term "Total Profit" shall mean the aggregate amount (before taxes) of the following: (i) (x) the amount of the cash Termination Fee received by LISB Grantee pursuant to Section 6.03 8.3(b) of the Merger Agreement and Section 8(a)(ii2(c) hereof, less (y) any repayment of such cash to Grantor, (ii) (x) the amount received by LISB pursuant to the repurchase of Option Shares pursuant to Section 8 or Section 9 hereof, less (y) LISB's purchase price for such Option Shares, and (iii) (z) the net cash amounts received by LISB Grantee pursuant to the sale of Option Shares (or any other securities into or for which such Option Shares are converted or exchanged) to any unaffiliated party, less (y) LISBthe Grantee's purchase price for such Option Shares.

Profit Limitation. (a) Notwithstanding any other provision of this agreementAgreement, in no event shall LISBParent's Total Profit (as hereinafter defined) exceed $60 20 million and, if it otherwise would exceed such amount, LISBamount Parent, at its sole election, shall either (ai) deliver to AFC Eckerd for cancellation Shares previously purchased by LISBParent, (bii) pay cash or other consideration to AFC Eckerd or (ciii) undertake any combination thereof, so that LISBParent's total Total Profit shall not exceed $60 20 million after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, this Stock Option may not be exercised for a number of Shares as would, as of the Notice Datedate of the Exercise Notice, result in a Notional Total Profit (as defined below) of more than $60 million 20 million, and, if exercise of the Stock Option otherwise would exceed such amount, LISBParent, at its discretion, may increase the Purchase Price for that number of Shares set forth in the Stock Exercise Notice so that the Notional Total Profit shall not exceed $60 20 million; provided, that nothing in this sentence shall restrict any exercise of the Stock -------- Option permitted hereby on any subsequent date at the Purchase Price set forth in Section 2 1 hereof. (c) As used herein, the term "Total Profit" shall mean the aggregate amount (before taxes) of the following: (i) the amount of cash received by LISB Parent pursuant to Eckerd's repurchase of the Stock Option pursuant to Section 6.03 of the Merger Agreement and Section 8(a)(ii) 7 hereof, and (ii) (x) the amount received by LISB pursuant to the repurchase of Option Shares pursuant to Section 8 or Section 9 hereof, less (y) LISB's purchase price for such Option Shares, and (iii) (z) the net cash amounts received by LISB Parent pursuant to the sale of Option Restricted Shares (or any other securities into which such Option Shares shares are converted or exchanged) to any unaffiliated party, less (y) LISBParent's purchase price for such Option Shares.