Fundamental Representations Cap definition

Fundamental Representations Cap has the meaning set forth in Section 8.5.2(b).
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Fundamental Representations Cap has the meaning set forth in Section 10.6(a).
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Fundamental Representations Cap means, as of any date of determination, the lesser of (I) the product of the number of Closing Parent Shares and the Parent Closing Price and (II) the sum of (1) the Fair Market Value of Retained Shares as of such date, plus (2) an amount equal to the sum of (A) the lesser of (x) the aggregate amount of net cash proceeds actually received by APSLP and the Indemnifying APSLP Partners for any Transferred Parent Shares and (y) an amount equal to the number of Transferred Parent Shares, multiplied by the Parent Closing Price, plus (III) to the extent that the Transferred Parent Shares were Transferred for an amount per Parent Share less than the Parent Closing Price, an amount equal to the lesser of (i) Earnout Amount, to the extent actually paid pursuant to Section 2.13 and (ii) the Shortfall Amount.
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Examples of Fundamental Representations Cap in a sentence

  • The Recipients shall be liable for Losses with respect to claims in excess of the Threshold Amount, but subject to a maximum aggregate liability amount equal to the General Representations Cap Amount; provided that claims for any inaccuracy in or breach of any of the Fundamental Company Representations shall be subject to a maximum aggregate liability amount equal to the Fundamental Representations Cap Amount.

  • In addition, in no event shall Rockpoint’s aggregate liability for all such Breaches, including any liability under this Section 6.3, Section 5.5 or any other Section of this Agreement, exceed, in the aggregate, the Post-Closing Breach Liability Cap; provided, however, that liability under Section 9.6 shall not be subject to the Post-Closing Breach Liability Cap; and further provided that the Fundamental Representations shall be subject to the Fundamental Representations Cap.


More Definitions of Fundamental Representations Cap

Fundamental Representations Cap shall have the meaning ascribed in Section 5.5(c).
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