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Basic Cap definition

Basic Cap has the meaning set forth in Section 7.3(a).
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Basic Cap means: [*****].
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Basic Cap is defined in Section 7.2(e)(iii).
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Examples of Basic Cap in a sentence

  • For the avoidance of doubt, each of the Acquirer Indemnified Parties and the Contributor Indemnified Parties, as the case may be, shall be entitled to indemnification for damages (x) pursuant to Section 7.1(a)(ii) or Section 7.1(b)(ii) without regard to the Deductible or the Supplemental Cap, but subject to the Basic Cap, and (y) pursuant to Section 7.1(a)(i) or Section 7.1(b)(i) for breaches of Basic Representations without regard to the Deductible or the Supplemental Cap, but subject to the Basic Cap.

  • For the avoidance of Doubt: (i) claims under any provision of Article 11 (including Section 11.03) shall be applied to determine whether the Basic Cap limitation and the Environmental Cap limitation have been met and (b) in no event shall Seller’s and Shareholders total liability under this Agreement exceed four hundred and twenty five thousand ($425,000.00).

  • In the event that additional components of the SLA, including but not limited to hardware, software, employees, or subcontractors, are identified by either party after the Closing which existed prior to the Closing, such components will be added to the applicable SLA, and the costs for such component will be counted against the Basic Cap.

  • In the event that a service is included in the general description of Services set forth in the TSA but is not covered by an SLA, Agilent shall perform such Service, Philips and Agilent shall negotiate in good faith and shall execute an SLA pertaining to such Service and the compensation payable in respect of such Service shall be counted against the Basic Cap.

  • The aggregate payments made by Philips and its affiliates in respect of services performed pursuant to the TSA (other than services performed pursuant to SLAs comprising the category "SLA Exceptions" and "Operational Flow Through" in Exhibit B) shall not exceed $106M for the 12 months following the closing date (the "Basic Cap").

  • The Buyer’s aggregate liability in respect of claims for indemnification pursuant to Section 6.2.1(a) will not exceed the Basic Cap.


More Definitions of Basic Cap

Basic Cap is defined in Section 6.1.2.
Sample 1

Related to Basic Cap

  • WAC Cap With respect to the Mortgage Loans as of any Distribution Date, the product of (i) the weighted average of the Adjusted Net Mortgage Rates then in effect on the beginning of the related Due Period on the Mortgage Loans and (ii) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the Interest Accrual Period related to such Distribution Date.

  • Periodic Cap With respect to each adjustable rate Mortgage Loan, the periodic rate cap that limits the increase or the decrease of the related Mortgage Rate on any Adjustment Date pursuant to the terms of the related Mortgage Note.

  • Net WAC Cap The Group 1 Net WAC Cap, the Group 2 Net WAC Cap or the Subordinate WAC Cap, as applicable.

  • Net WAC Cap Rate With respect to any Distribution Date, the product of (i) a per annum rate equal to the weighted average of the Net Mortgage Rates (or, if applicable, the Modified Net Mortgage Rates) using the Net Mortgage Rates in effect for the Monthly Payments due on such Mortgage Loans during the related Due Period, weighted on the basis of the respective Stated Principal Balances thereof for such Distribution Date and (ii) a fraction equal to 30 divided by the actual number of days in the related Interest Accrual Period.

  • Maximum Cap Rate For any Distribution Date with respect to the Group I Certificates, a per annum rate equal to the sum of (i) the product of (x) the weighted average of the Expense Adjusted Maximum Mortgage Rates of the Group I Mortgage Loans, weighted based on their outstanding Principal Balances as of the first day of the calendar month preceding the month in which the Distribution Date occurs and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Accrual Period and (ii) an amount, expressed as a percentage, equal to a fraction, the numerator of which is equal to the Net Swap Payment made by the Swap Provider and the denominator of which is equal to the aggregate Stated Principal Balance of the Mortgage Loans, multiplied by 12. For any Distribution Date with respect to the Group II Certificates, a per annum rate equal to the sum of (i) the product of (x) the weighted average of the Expense Adjusted Maximum Mortgage Rates of the Group II Mortgage Loans, weighted based on their outstanding Principal Balances as of the first day of the calendar month preceding the month in which the Distribution Date occurs and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Accrual Period and (ii) an amount, expressed as a percentage, equal to a fraction, the numerator of which is equal to the Net Swap Payment made by the Swap Provider and the denominator of which is equal to the aggregate Stated Principal Balance of the Mortgage Loans, multiplied by 12. For any Distribution Date with respect to the Mezzanine Certificates, a per annum rate equal to the product of (x) the weighted average (weighted on the basis of the results of subtracting from the aggregate Stated Principal Balance of the applicable Loan Group, the current Certificate Principal Balance of the related Class A Certificates) of the Maximum Cap Rate for the Group I Certificates and the Maximum Cap Rate for the Group II Certificates and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Interest Accrual Period.

  • Aggregate Senior Percentage As to any Distribution Date, the percentage equivalent of a fraction, the numerator of which is the aggregate of the Class Principal Amounts of the Class 1-A1, Class 1-A2, Class 1-AR, Class 2-A1, Class 2-A2, Class 3-A1, Class 3-A2, Class 4-A1, Class 4-A2, Class 5-A1 and Class 5-A2 Certificates and the denominator of which is the Aggregate Stated Principal Balance for such date, but in no event greater than 100%.

  • Increase Amount is defined in Section 2.3(a).

  • Excess Overcollateralization Amount With respect to any Distribution Date, the excess, if any, of (a) the Overcollateralization Amount on such Distribution Date over (b) the Required Overcollateralization Amount for such Distribution Date.

  • Original Class B-2 Percentage The Class B-2 Percentage as of the Cut-Off Date, as set forth in Section 11.09.

  • Overcollateralization Increase Amount With respect to any Distribution Date, the lesser of (a) the Overcollateralization Deficiency Amount as of such Distribution Date and (b) the Net Monthly Excess Cashflow for such Distribution Date.

  • Senior Enhancement Percentage With respect to any Distribution Date, the percentage obtained by dividing (x) the sum of (i) the aggregate Class Certificate Balance of the Subordinated Certificates and (ii) the Subordinated Amount (in each case after taking into account the distributions of the Principal Distribution Amount for such Distribution Date) by (y) the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date.

  • Reduction Amount has the meaning set forth in Section 2.05(b)(viii).

  • Maximum Drawing Amount means the maximum aggregate amount that the beneficiaries may at any time draw under outstanding Letters of Credit, as such aggregate amount may be reduced from time to time pursuant to the terms of the Letters of Credit.

  • Class B-2 Percentage As to any Distribution Date, except as set forth in the next sentence, the percentage calculated by multiplying (i) the Subordinated Percentage by (ii) a fraction, the numerator of which is the Class B-2 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that the Class B-2 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Class B-2 Percentage for such Distribution Date will be zero.

  • Maximum Face Amount means, with respect to any outstanding Letter of Credit, the face amount of such Letter of Credit including all automatic increases provided for in such Letter of Credit, whether or not any such automatic increase has become effective.

  • Aggregate Cap has the meaning set forth in Section 20.1A.

  • Senior Specified Enhancement Percentage As of any date of determination, 38.00%.

  • Final Payment Percentage is five percent (5.00%).

  • Original Class B-6 Percentage The Class B-6 Percentage as of the Cut-Off Date, as set forth in Section 11.13.

  • Aggregate Excess Funding Amount of a Non-Funding Lender shall be the aggregate amount of (A) all unpaid obligations owing by such Lender to the Agents, L/C Issuers and other Lenders under the Loan Documents, including such Lender’s share of all Revolving Loans, Letter of Credit Obligations, plus, without duplication, (B) all amounts of Letter of Credit Obligations of such Non-Funding Lender reallocated to other Lenders pursuant to subsection 1.11(e)(ii).

  • Like Amount means (a) with respect to a redemption of any Trust Securities, Trust Securities having a Liquidation Amount equal to the principal amount of Notes to be contemporaneously redeemed or paid at maturity in accordance with the Indenture, the proceeds of which will be used to pay the Redemption Price of such Trust Securities, (b) with respect to a distribution of Notes to Holders of Trust Securities in connection with a dissolution of the Trust, Notes having a principal amount equal to the Liquidation Amount of the Trust Securities of the Holder to whom such Notes are distributed and (c) with respect to any distribution of Additional Interest Amounts to Holders of Trust Securities, Notes having a principal amount equal to the Liquidation Amount of the Trust Securities in respect of which such distribution is made.

  • Funding Percentage means, for each Lender at the time of any Revolving Borrowing or Revolving Facility LC Issuance, (i) if there is no Aggregate Canadian Sub-Facility Exposure, such Lender’s Fixed Commitment Percentage, or (ii) if there is any Aggregate Canadian Sub-Facility Exposure, such Lender’s Adjusted Commitment Percentage.

  • JPMorgan Chase Bank means JPMorgan Chase Bank, N.A. and its successors.

  • L/C Amount means the sum of (i) the aggregate face amount of any issued and outstanding Letters of Credit and (ii) the unpaid amount of the Obligation of Reimbursement.

  • Minimum Dilution Reserve Percentage means, at any time of determination, the product (expressed as a percentage and rounded to the nearest 1/100th of 1%, with 5/1000th of 1% rounded upward) of (a) the average of the Dilution Ratios for the twelve (12) most recent Fiscal Months, multiplied by (b) the Dilution Horizon Ratio.

  • M&O Amount means the revenue protection payment required as part of this Agreement as set out in TEXAS EDUCATION CODE Section 48.256(d) and shall have the meaning assigned to such term in Section 4.2 of this Agreement.

Most Referenced Clauses

Most Referenced Definitions