Indemnity Cap Adjustment Amount definition

Indemnity Cap Adjustment Amount means an amount, not to exceed $2.5 ------------------------------- million, equal to the excess of (i) (a) the sum of any EHS Damages which in the written opinion of Purchaser's consultant (which shall be one or more of the consultants listed on Schedule 7.3(p)(1)) are reasonably expected to ------------------- be required to be incurred pursuant to EHS Requirements of Law due to conditions other than those identified on Schedule 7.3(p)(2) discovered by ------------------ the Purchaser after the date hereof and prior to the Closing in the course of Purchaser's due diligence or due to any new Proceeding or Order or any new claim or amended claim arising in connection with any existing Proceeding, Order or condition, plus (b) the reasonably expected costs based on the Purchaser's consultant's evaluation in writing, for full compliance and remediation required pursuant to any EHS Requirement of Law (including pursuant to ISRA and the Connecticut Transfer Act) resulting from the announcement or consummation of the transactions contemplated by this Agreement over (ii) $4,000,000.
Sample 1Sample 2
Indemnity Cap Adjustment Amount has the meaning set forth in Section ------------------------------- 7.3(p).
Sample 1Sample 2
Indemnity Cap Adjustment Amount has the meaning set forth in Section 7.3(p).
Sample 1

More Definitions of Indemnity Cap Adjustment Amount

Indemnity Cap Adjustment Amount means an amount, not to exceed $2.5 million, equal to the excess of (i) (a) the sum of any EHS Damages which in the written opinion of Purchaser's consultant (which shall be one or more of the consultants listed on Schedule 7.3(p)(1)) are reasonably expected to be required to be incurred pursuant to EHS Requirements of Law due to conditions other than those identified on Schedule 7.3(p)(2) discovered by the Purchaser after the date hereof and prior to the Closing in the course of Purchaser's due diligence or due to any new Proceeding or Order or any new claim or amended claim arising in connection with any existing Proceeding, Order or condition, plus (b) the reasonably expected costs based on the Purchaser's consultant's evaluation in writing, for full compliance and remediation required pursuant to any EHS Requirement of Law (including pursuant to ISRA and the Connecticut Transfer Act) resulting from the announcement or consummation of the transactions contemplated by this Agreement over (ii) $4,000,000.
Sample 1

Related to Indemnity Cap Adjustment Amount

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).

  • Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Adjustment Escrow Amount means $1,000,000.

  • Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.

  • Indemnity Cap has the meaning set forth in Section 10.3(a).

  • Purchase Price Adjustment Escrow Amount means $3,000,000.

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

  • Allocation Amount means, as of the Closing Date, the Series 2017-1 Stated Principal Amount and on any date of determination thereafter, the sum of, without duplication, (a) the Allocation Amount determined as of the later of the Closing Date or the date of determination immediately prior to the then current date of determination, plus (b) the amount of all increases in the Series 2017-1 Stated Principal Amount resulting from the issuance of additional Series 2017-1 Notes since the prior date of determination, plus (c) all reimbursements, as provided in Section 4.04(e) or otherwise, of reductions in the Allocation Amount due to Investor Charge-Offs or Reallocated Principal Collections since the prior date of determination, minus (d) the amount of the reduction in the Allocation Amount due to Investor Charge-Offs since the prior date of determination, determined as set forth in Section 4.07, minus (e) the amount of the reduction in the Allocation Amount due to the application of Reallocated Principal Collections since the prior date of determination, determined as set forth in Section 4.08, minus (f) the amount deposited into the Principal Funding Account or (without duplication) deposited into the Distribution Account pursuant to Section 4.05(c) or paid to the Series 2017-1 Noteholders (in each case, after giving effect to any deposits, allocations, reallocations or withdrawals to be made on that day) since the prior date of determination; provided, however, that (1) the Allocation Amount may never be less than zero, (2) the Allocation Amount may never be greaterthan the Adjusted Outstanding Dollar Principal Amount and (3) if there is a sale of Collateral in accordance with Section 4.14, the Allocation Amount will be reduced to zero upon such sale.

  • Cap Amount shall have the meaning set forth in Section 2.3.10.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Maximum Settlement Amount means $500,000,000 as amended or modified in accordance with Appendix E.

  • Calculation Amount means the amount specified as such on the face of any Note, or if no such amount is so specified, the Denomination Amount of such Note as shown on the face thereof;

  • Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

  • Unadjusted Principal Distribution Amount As defined in the definition of “Principal Distribution Amount.”

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • Tax Adjustment has the meaning set forth in Section 4.7.

  • Indemnity Escrow Amount means $3,000,000.

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.

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