Buyer Liability Cap definition

Buyer Liability Cap as of any given time of determination, shall be an amount (in USD) equal to USD [***] (US$[***]).

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Buyer Liability Cap as defined in Section 15.2.7(c);

Buyer Liability Cap has the meaning given to it in Clause ‎15.4.1;

Examples of Buyer Liability Cap in a sentence

Recourse against the Sponsor under the Commitment Letter, subject to the amount of the Buyer Liability Cap, shall be the sole and exclusive remedy of the Debtors against the Sponsor in respect of any liabilities or obligations arising under, or in connection with, this Agreement or the transactions contemplated hereby.
The Buyer Liability Basket and the Buyer Liability Cap set forth in this Section 13.03(a) shall not apply in the event of fraud, in which case the Buyer Indemnitees shall be entitled to indemnification on a dollar for dollar basis for the full amount of the Loss.
Notwithstanding any other provision of this Agreement, if the payment to the Company of any judgment for monetary damages would cause the Buyer Liability Cap to be exceeded, such judgment shall be paid only in such portion as would not cause the Buyer Liability Cap to be exceeded.
Further, in the event any settlement payments are made in connection with the Lucent Claims, including, without limitation, any fees, expenses and charges under a license agreement (all of such amounts which shall be paid by the Seller), the prorated amount of the aggregate fees, expenses and charges attributable to the period prior to the Closing shall not be counted against the Buyer Liability Cap.

More Definitions of Buyer Liability Cap

Buyer Liability Cap means an aggregate of US$4,000,000 with respect to (i) the amounts (if any) due and payable by the Buyer pursuant Article XII of this Agreement, and (ii) the amounts (if any) payable by New Heights Buyer pursuant Article XII of the New Heights Purchase Agreement.

Buyer Liability Cap has the meaning set forth in Section 11.04(c).

Buyer Liability Cap means $90,000,000 as increased from time to time by an amount equal to the Exhibit A-3 Payments (as defined in the Supply Agreement) made by the Company pursuant to Product Exhibit A-3 of the Supply Agreement."Cash" means all cash, cash equivalents and marketable securities held by or on behalf of the Company and its Subsidiaries."Code" means the U.S. Internal Revenue Code of 1986, as amended."Collective Status" means any collective bargaining agreement, collective agreement and atypical agreement, unilateral commitment, company's practices, collective benefits, collective saving plans and profit sharing plans, covering any Business Employee, being noted that Collective Status may include any Employee Plans."Company Group Entity" means the Company and its Subsidiaries."Company Liability Cap" means an amount equal to the Purchase Price, as decreased from time to time by an amount equal to the Exhibit A-3 Payments (as defined in the Supply Agreement) made by the Company pursuant to Product Exhibit A-3 of the Supply Agreement."Company Restricted Stock Units" means restricted stock units granted to any Transferred Employee pursuant to any equity plan maintained by the Company and that are held and remain outstanding by any such Transferred Employee as of immediately prior to the Closing."Confidentiality Agreement" means that certain confidentiality agreement, dated as of September 11, 2019, by and between the Company and the Buyer."Contract" means any oral or written agreement, contract, License, lease, indenture, bond, note, loan, purchase order, sales order, franchise, obligation, undertaking or other commitment or arrangement that is binding upon a Person or any of its property under applicable Law, including all amendments and supplements thereto."control" means, as to any Person, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by Contract or otherwise (and the terms "controlled by" and "under common control with" shall have correlative meanings).3

Buyer Liability Cap has the meaning set forth in Article 8.02(d).

Buyer Liability Cap shall have the meaning specified in Section 8.9(b).

Buyer Liability Cap shall have the meaning set forth in Section 11.16(c). “Canadian Court” means the Ontario Superior Court of Justice (Commercial List). “Canadian Proceedings” shall mean the proceedings commenced by the Company on December 21, 2009 seeking ancillary relief under the CCAA before the Canadian Court under Court File Number 09-8515-00CL.