Purchaser Cap definition

Purchaser Cap shall have the meaning set forth in this Section 6.4(b).
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Purchaser Cap has the meaning set forth in Section 12.5.
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Purchaser Cap has the meaning set forth in Section 7.4(3).
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Examples of Purchaser Cap in a sentence

  • Notwithstanding the provisions of Section 7.4, the Purchaser shall indemnify and hold the Seller harmless from any breach of its representation in this Section 9.21, without regard to the Purchaser One-Time Deductible and Purchaser Cap in Section 7.4(3).

  • Notwithstanding the foregoing, neither the Purchaser Basket nor the Purchaser Cap shall apply to Damages resulting from breaches by Purchaser with respect to the representations and warranties set forth in Section 3.2, Section 3.4(d) and Section 3.9 of this Agreement, for all of which Damages Purchaser shall be liable whether or not the Purchaser Basket has been exceeded.

  • Thus each case is represented as a tuple:case = (O, Oj, {C(β, x, L)}L∈L, {Rep(β, x, L)}L∈L, t)and the history of interactions as a case base CB ={ }case1, case2, .

  • Notwithstanding the foregoing, the liability of the Seller and the Members for Purchaser Losses arising out of or related to fraud or willful misconduct or a breach of any representations and warranties contained in Sections 4.1, 4.2, 4.7, 4.15, 4.17, 4.18, 4.20, 4.23, 4.27, or 5.1 shall not be subject to the Purchaser Cap.

  • The total aggregate amount of liability of the Shareholder for Purchaser Losses shall be limited to $25 million (the "Purchaser Cap"); provided, however, that the Surviving Obligations (other than Special Losses in excess of $5 million), the Additional Surviving Obligations and the Surviving Representations shall not be subject to the Purchaser Cap.

  • The aggregate amount of Seller Losses for claims of indemnification pursuant to Section 10.2(b) will not exceed [***] (the “Purchaser Cap”); provided, however, that claims for indemnification relating to any inaccuracy or breach of the Fundamental Representations made by Purchaser and Parent or Fraud committed by Purchaser or Parent shall not be subject to the Purchaser Cap.

  • If, at any time, the aggregate amount for which the Seller Indemnitees are entitled to indemnification pursuant to this Agreement exceeds the Purchaser Basket, then the Seller Indemnitees shall be entitled to recover the amount in its entirety up to the Purchaser Cap from the first dollar of Loss, regardless of such Purchaser Basket.

  • The Indemnifying Party shall also have the right to assume the defense of such Third-Party Claim at any time after such 30-day period upon written notice delivered to the Indemnified Party, but only if the Indemnifying Party waives the application of the Purchaser Cap or the Seller Cap, as applicable, as it relates to such Third-Party Claim; provided that such later assumption of the defense would not materially impair the rights of the Indemnified Party or the pending defense of such Third-Party Claim.

  • The total aggregate amount of the liability of the Company for Purchaser Losses shall be limited to $5,000,000 (the “Purchaser Cap”); provided, however, the Surviving Obligations and the Surviving Representations shall not be subject to the Purchaser Cap.

  • The Purchaser Basket and Purchaser Cap shall not apply to the failure by Purchaser to pay Seller the Development Fee or the consideration specified in Section 4 of the Technology and Patent License Agreement; provided, however, that the foregoing shall not prevent Purchaser from exercising the set off rights provided in Section 9.07.


More Definitions of Purchaser Cap

Purchaser Cap has the meaning set forth in Section 10.2(b).
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Purchaser Cap shall have the same meaning as set forth in Section 16.02(b) of this Agreement.
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Purchaser Cap shall have the meaning set forth in Section 2.8. “Purchaser [***] Signing Bonus Cost” shall have the meaning set forth in Section 9.8.
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Purchaser Cap has the meaning set forth in Section 1.8(c).
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Related to Purchaser Cap

  • Purchaser Losses shall have the meaning set forth in Section 9.1(a).

  • Purchaser/ User means ultimate recipient of goods and services

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Purchaser Group means, at any time, the group of companies comprised of the Purchasers, the Guarantor and the Guarantor’s subsidiaries at that time.

  • Purchaser Parties means, collectively, the Purchasers and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates or assignees or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing.

  • Earn-Out Shares has the meaning provided in Section 2.2(b).

  • Second Closing has the meaning set forth in Section 2.2.

  • Purchaser Parent has the meaning set forth in the Preamble.

  • Purchaser Schedule means the Purchaser Schedule to this Agreement listing the Purchasers of the Notes and including their notice and payment information.

  • Purchaser Warrants means Purchaser Private Warrants and Purchaser Public Warrants, collectively.

  • Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

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

  • Purchaser Shares means the common shares in the capital of the Purchaser.

  • Earnout Shares has the meaning set forth in Section 3.6(a).

  • Purchaser Fundamental Representations means the representations and warranties of Purchaser set forth in Section 4.01, Section 4.02, Section 4.03 and Section 4.07.

  • Purchaser Stock Price means, with respect to any Common Stock Fundamental Change, the average of the daily Closing Price for one share of the common stock received by holders of the Common Stock in such Common Stock Fundamental Change during the 10 Trading Days immediately prior to the date fixed for the determination of the holders of the Common Stock entitled to receive such common stock or, if there is no such date, prior to the date upon which the holders of the Common Stock shall have the right to receive such common stock.

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

  • Market Seller Offer Cap means a maximum offer price applicable to certain Market Sellers under certain conditions, as determined in accordance with Tariff, Attachment DD. section 6 and Tariff, Attachment M-Appendix, section II.E.

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Buyer Losses shall have the meaning set forth in Section 11.1 hereof;

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).