Common use of Profit Limitation Clause in Contracts

Profit Limitation. (a) Notwithstanding any other provision of this Agreement, in no event shall Parametric's Total Profit (as hereinafter defined) exceed $18 million and, if it otherwise would exceed such amount, Parametric, at its sole election, shall either (a) deliver to Computervision for cancellation Option Shares previously purchased by Parametric, (b) pay cash to Computervision or (c) undertake any combination thereof, so that Parametric's Total Profit shall not exceed $18 million after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, the Option may not be exercised for a number of Option Shares as would, as of the date of the Exercise Notice, result in a Notional Total Profit (as hereinafter defined) of more than $18 million and, if exercise of the Option otherwise would exceed such amount, Parametric, at its discretion, may increase the Exercise Price for the number of Computervision Shares set forth in the Exercise Notice so that the Notional Total Profit shall not exceed $18 million. (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 Parametric pursuant to Sections 7.3(c) and (d) of the Acquisition Agreement, (ii) the amount of cash received by Parametric pursuant to the exercise of the put right with respect to the Option under Section 7(a)(i) and (iii) (x) the net cash amounts received by Parametric pursuant to the sale of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to Computervision or any unaffiliated party, less (y) Parametric's purchase price for such Option Shares.

Profit Limitation. (a) Notwithstanding any other provision of this Agreement, in no event shall Parametricthe Grantee's Total Profit (as hereinafter defined) exceed $18 million 4,000,000.00 and, if it otherwise would exceed such amount, Parametricamount the Grantee, at its sole election, shall either (ai) deliver to Computervision the Grantor for cancellation Option Shares previously purchased by Parametricthe Grantee, (bii) pay cash or other consideration to Computervision the Grantor or (ciii) undertake any combination thereof, so that Parametricthe Grantee's Total Profit shall not exceed $18 million 4,000,000.00 after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, the this Stock Option may not be exercised for a number of Option Shares as would, as of the date of the Exercise Notice, result in a Notional Total Profit (as hereinafter defineddefined below) of more than $18 million 4,000,000.00, and, if exercise of the Stock Option otherwise would exceed such amount, Parametricthe Grantee, at its discretion, may increase the Exercise Price for the that number of Computervision Shares set forth in the Exercise Notice so that the Notional Total Profit shall not exceed $18 million4,000,000.00; PROVIDED, that nothing in this sentence shall restrict any exercise of the Stock Option permitted hereby on any subsequent date at the Price set forth in Section 1. (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 Parametric pursuant to Sections 7.3(c) and (d) of the Acquisition Agreement, (ii) the amount of cash received by Parametric Grantee pursuant to the exercise Grantor's repurchase of the put right with respect Stock Option pursuant to the Option under Section 7(a)(i) 7, and (iiiii) (x) the net cash amounts received by Parametric the Grantee pursuant to the sale of Option Restricted Shares (or any other securities into which such Option Shares shares are converted or exchanged) to Computervision or any unaffiliated party, less (y) Parametricthe Grantee's purchase price for such Option Shares.

Profit Limitation. (a) Notwithstanding any other provision of this Stock Option Agreement, in no event shall ParametricParent's Total Profit (as hereinafter defined) exceed $18 million 255,090,070 and, if it otherwise would exceed such amount, ParametricParent, at its sole election, shall either (a) deliver to Computervision the Company for cancellation Option Shares previously purchased by ParametricParent, (b) pay cash to Computervision the Company or (c) undertake any combination thereof, so that ParametricParent's Total Profit shall not exceed $18 million 255,090,070 after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Stock Option Agreement, the this Option may not be exercised for a number of Option Shares as would, as of the date of the Stock Exercise Notice, result in a Notional Total Profit (as hereinafter defineddefined below) of more than $18 million 255,090,070 and, if exercise of the Option otherwise would exceed such amount, ParametricParent, at its discretion, may increase the Exercise Purchase Price for the that number of Computervision Shares set forth in the Stock Exercise Notice so that the Notional Total Profit shall not exceed $18 million255,090,070; provided, however, 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 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 Parametric Parent pursuant to Sections 7.3(c) and (d) of the Acquisition AgreementSection 1(d), (ii) the amount of cash received by Parametric pursuant to the exercise of the put right with respect to the Option under Section 7(a)(i) and (iii) (x) the net cash amounts or the fair market value of any property received by Parametric Parent pursuant to the sale of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to Computervision or any unaffiliated party), less (y) ParametricParent's purchase price Purchase Price for such Option Shares, and (iii) any fees received pursuant to Section 8.5(b) of the Merger Agreement.

Profit Limitation. (a) Notwithstanding any other provision of this Agreement, in no event shall ParametricUSI's Total Profit (as hereinafter defined) exceed $18 5 million and, if it otherwise would exceed such amount, Parametricamount USI, at its sole election, shall either (ai) deliver to Computervision for Zurn xxx cancellation Option Restricted Shares previously purchased by ParametricUSI, (bii) pay cash or other consideration to Computervision or Zurn xx (ciii) undertake any combination thereof, so that ParametricUSI's Total Profit shall not exceed $18 5 million after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, the this Stock Option may not be exercised for a number of Option Restricted Shares as would, as of the date of the Exercise Notice, result in a Notional Total Profit (as hereinafter defineddefined below) of more than $18 million 5 million, and, if exercise of the Stock Option otherwise would exceed such amount, ParametricUSI, at its discretion, may increase the Exercise Price for the that number of Computervision Restricted Shares set forth in the Exercise Notice so that the Notional Total Profit shall not exceed $18 5 million; provided, that nothing in this sentence shall restrict any exercise of the Stock Option permitted hereby on any subsequent date at the Exercise Price set forth in Section 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 Parametric USI pursuant to Sections 7.3(c) Zurn'x xxxurchase of the Stock Option pursuant to Section 8 hereof, and (d) of the Acquisition Agreement, (ii) the amount of cash received by Parametric pursuant to the exercise of the put right with respect to the Option under Section 7(a)(i) and (iii) (x) the net cash amounts received by Parametric USI pursuant to the sale of Option Restricted Shares (or any other securities into which such Option Shares shares are converted or exchanged) to Computervision or any unaffiliated party, less (y) ParametricUSI's purchase price for such Option Restricted Shares.

Profit Limitation. (a) Notwithstanding any other provision of this Agreement, in no event shall ParametricUSI's Total Profit (as hereinafter defined) exceed $18 5 million and, if it otherwise would exceed such amount, Parametricamount USI, at its sole election, shall either (ai) deliver to Computervision Zurn for cancellation Option Restricted Shares previously purchased by ParametricXXX, (bii) pay cash or other consideration to Computervision Zurn or (ciii) undertake any combination thereof, so that ParametricUSI's Total Xxxxl Profit shall not exceed $18 5 million after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, the this Stock Option may not be exercised for a number of Option Restricted Shares as would, as of the date of the Exercise Notice, result in a Notional Total Profit (as hereinafter defineddefined below) of more than $18 million 5 million, and, if exercise of the Stock Option otherwise would exceed such amount, ParametricUSI, at its discretion, may increase the Exercise Price for the that number of Computervision Restricted Shares set forth in the Exercise Notice so that the Notional Total Profit shall not exceed $18 5 million; provided, that nothing in this sentence shall restrict any exercise of the Stock Option permitted hereby on any subsequent date at the Exercise Price set forth in Section 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 Parametric USI pursuant to Sections 7.3(c) and (d) Zurn's repurchase of the Acquisition AgreementStock Option pursuant to Section 8 herxxx, xnd (ii) the amount of cash received by Parametric pursuant to the exercise of the put right with respect to the Option under Section 7(a)(i) and (iii) (x) the net cash amounts received by Parametric USI pursuant to the sale of Option Restricted Shares (or any other securities into which such Option Shares shares are converted or exchanged) to Computervision or any unaffiliated party, less (y) ParametricUSI's purchase price for such Option Restricted Shares.

Profit Limitation. (a) Notwithstanding any other provision of this Agreement or the Merger Agreement, in no event shall Parametricthe Grantee's Total Profit (as hereinafter defined) exceed $18 million 5,545,809 and, if it otherwise would exceed such amount, Parametric, 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 Computervision for cancellation Option Shares previously purchased by Parametric, (b) pay cash to Computervision or (c) undertake any combination thereof, so that ParametricGrantee's Total Profit shall not exceed $18 million 5,545,809 after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, the this Option may not be exercised for a number of Option Shares as would, as of the date of the Stock Exercise Notice, result in a Notional Total Profit (as hereinafter defineddefined below) of more than $18 million 5,545,809 and, if exercise of the Option otherwise would exceed such amount, Parametricthe Grantee, at its discretion, may increase the Exercise Purchase Price for the that number of Computervision Shares set forth in the Stock Exercise Notice so that the Notional Total Profit shall not exceed $18 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(a) hereof. (c) As used herein, the term "Total ProfitTOTAL PROFIT" shall mean the aggregate amount (before taxes) of the following: (i) the amount of cash received by Parametric pursuant to Sections 7.3(c) and (d) of the Acquisition Agreement, (iix) the amount of the cash Termination Fee received by Parametric Grantee pursuant to the exercise Section 8.3(b) of the put right with respect Merger Agreement and Section 2(c) hereof, less (y) any repayment of such cash to the Option under Section 7(a)(i) and Grantor, (iiiii) (x) the net cash amounts received by Parametric Grantee pursuant to the sale of Option Shares (or any other securities into or for which such Option Shares are converted or exchanged) to Computervision or any unaffiliated party, less (y) Parametricthe Grantee's purchase price for such Option Shares.