Applicable Cap Amount definition

Applicable Cap Amount means: (i) with respect to the period from the Closing Date to the date which is 360 days after the Closing Date, an amount equal to Twelve Million Five Hundred Thousand Dollars ($12,500,000), (ii) with respect to the period from the date which is 360 days after the Closing Date until the date which is thirty (30) months after the Closing Date, an amount equal to Five Million Dollars ($5,000,000); provided, however, that if a Claim Notice shall have been given in good faith based on facts reasonably expected to establish a valid claim under Article IX on or prior to the date on which the Applicable Cap Amount pursuant to clause (i) or clause (ii) above would expire and such claim has not been satisfied or otherwise resolved as provided in Article IX on or before such expiration date but which claim would otherwise be covered by such Applicable Cap Amount, then such Applicable Cap Amount shall not so expire with respect to such covered claim until such claim has been satisfied or otherwise resolved as provided in Article IX.

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Applicable Cap Amount has the meaning specified in Section 8.02.

Applicable Cap Amount means, with respect to any partner of the Company, any direct or indirect partners or stockholders, as applicable, of the partners of the Company and any other Person holding a direct or indirect equity interest therein, the maximum aggregate liability of such Person to Buyer stated in Section 2 of such Person's Guarantee for the applicable period referred to above. At the Closing or promptly thereafter, the Company will cooperate with Buyer to prepare a list indicating the Applicable Cap Amount of each Person that has executed a Guarantee.

Examples of Applicable Cap Amount in a sentence

In addition, notwithstanding anything to the contrary contained in this Agreement, in no event shall the aggregate liability of Seller pursuant to clause (i) of Section 9.01(a) exceed the Applicable Cap Amount.
Seller covenants with Purchaser that from and after the Closing and until the date thirty (30) months after the Closing Date, Seller will maintain on hand cash, cash equivalents and/or marketable securities having a market value at all times in an amount which exceeds Seller's liabilities (such liabilities being calculated in accordance with GAAP) by not less than the Applicable Cap Amount.
Any payments to the Lenders under this clause (b) shall be excluded from consideration in calculating whether the Applicable Cap Amount has been reached (but, for clarity, shall be included in calculating whether the Maximum Payment Amount, Discharge Amount and Applicable Funding Amount (for the purpose of Section 2.8) has been reached).
In no event shall any late fees owed or paid under this Section 2.15 be counted toward the Applicable Cap Amount or the Maximum Payment Amount.
For purposes of this Agreement, "Applicable Cap Amount" means, with respect to any partner of the Company, any direct or indirect partners or stockholders, as applicable, of the partners of the Company and any other Person holding a direct or indirect equity interest therein, the maximum aggregate liability of such Person to Buyer stated in Section 2 of such Person's Guarantee for the applicable period referred to above.
At the Closing or promptly thereafter, the Company will cooperate with Buyer to prepare a list indicating the Applicable Cap Amount of each Person that has executed a Guarantee.

More Definitions of Applicable Cap Amount

Applicable Cap Amount means, with respect to any Calendar Quarter commencing with the Calendar Quarter in which the Repayment Start Date occurs, an amount equal to: (i) if the Success Event has occurred as of the last day of such Calendar Quarter, the ATHENA Included Cap Amount and (ii) if the Success Event has not occurred as of the last day of such Calendar Quarter, the ATHENA Excluded Cap Amount.

Applicable Cap Amount means (x) from the Closing Date until the twelve-month anniversary of the Closing Date (the “Initial Reduction Date”), fifteen (15%) percent of the Purchase Price, and (y) otherwise, and at all times after the Initial Reduction Date, (A) seven and one-half percent (7.5%) of the Purchase Price plus (B) the amount of any pending claims asserted in good faith by a Buyer Indemnified Party prior to the Initial Reduction Date (the “Pending Claims Amount”) (provided that (1) such Applicable Cap Amount shall never exceed an amount equal to fifteen percent (15%) of the Purchase Price, and (2) the Pending Claims Amount shall be reduced from time to time as such claims are resolved to the extent the parties agree no amounts are owed with respect to such claims or such claims have been paid or otherwise satisfied, in each case, in whole or in part, as applicable).

Applicable Cap Amount means the following: (a) with respect to GC, $118,800,000, (b) with respect to Asia GC, $7,425,000, (c) with respect to GC North America, an amount equal to the GC North America Percentage multiplied by the Cap Multiplier, (d) with respect to Saturn, an amount equal to the Saturn Percentage multiplied by the Cap Multiplier, (e) with respect to IXnet HK, an amount equal to the IXnet HK Percentage multiplied by the Cap Multiplier and (f) with respect to AGC Singapore, an amount equal to the AGC Singapore Percentage multiplied by the Basket Multiplier.