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 6.1.2.
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Examples of Basic Cap in a sentence

  • The Basic Cap shall be reduced by the difference between the annual cost estimate for such services in any of such ten countries less the aggregate billings for such services in such countries through the date of Phxxxxx' xermination of such services.

  • In the event of a disagreement concerning whether any cost reductions or reductions in the Basic Cap are required by this Section, Agilent and Philips shall negotiate in good faith and shall employ dispute escalation provisions similar to those set forth in Section 3.6 of the Purchase Agreement, including submission of the dispute to an arbitrator.

  • The sum of all billings for services rendered in any given quarter shall not exceex 00.00% of the Basic Cap, giving effect to all reductions described above and in effect at quarter-end.

  • 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.

  • Any such cost reductions will be passed through to Philips and shall reduce the Basic Cap; it being understood that there shall be no reduction in the cap to the extent that any service is terminated and there is not a corresponding reduction in the HP pass-through charges.

  • 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.

  • The Buyer’s aggregate liability in respect of claims for indemnification pursuant to Section 6.2.1(a) will not exceed 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 Sellers’ aggregate liability in respect of claims for indemnification arising from Section 6.1.1(a) will not exceed the Escrow Amount (the “Basic Cap”), provided, however, that the Basic Cap will not apply to (1) claims for indemnification pursuant to Section 6.1.1(a) in respect of breaches of, or inaccuracies in, the Seller Fundamental Representations or (2) claims based upon Fraud or willful misconduct.


More Definitions of Basic Cap

Basic Cap is defined in Section 7.2(e)(iii).
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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 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.

  • Basic Carrying Costs means, for any period, with respect to each Individual Property, the sum of the following costs associated with such Individual Property for such period: (a) Taxes and (b) Insurance Premiums.

  • 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 With respect to any Distribution Date, the fraction, expressed as a percentage, the numerator of which is equal to the aggregate Class Certificate Balance of the Senior Certificates immediately prior to such Distribution Date and the denominator of which is the aggregate Stated Principal Balance of all the Mortgage Loans as of the Due Date in the month preceding the month of such Distribution Date (after giving effect to Principal Prepayments in the Prepayment Period related to that prior Due Date).

  • Basic Costs means all direct and indirect costs and expenses incurred in connection with the Building as more fully defined in Exhibit C attached hereto.

  • Basic Cable Service means any service tier, which includes the retransmission of local television broadcast signals as defined by the FCC.

  • 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.

  • 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.

  • 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.

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

  • Collateral Minimum Monthly Interest shall have the meaning specified in subsection 4.02(c).

  • JPMorgan Chase Bank JPMorgan Chase Bank, N.A.

  • 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.