R&W Cap definition

R&W Cap means an amount equal to $150,000.
Sample 1
R&W Cap shall have the meaning as set forth in Section 8.6(a) of this Agreement.
Sample 1
R&W Cap means from the Closing Date until the first anniversary of the Closing Date, $40,625,000, and thereafter, $37,812,500.
Sample 1

Examples of R&W Cap in a sentence

  • Neither the General R&W Cap nor the Maximum Cap shall apply to claims by Buyer Indemnified Parties pursuant to Section 10.2(a)(ii), Section 10.2(a)(iii) or Section 10.2(a)(iv); provided that, with respect to any such claim, Buyer shall first satisfy the Losses therefrom from the Escrow Fund in the Escrow Account, and if the Escrow Fund has been exhausted or is otherwise unavailable or insufficient to fully satisfy such claim, from Seller and Seller Parent, jointly and severally.

  • For the avoidance of doubt, in no event shall the R&W Cap for Losses pursuant to Section 9.2(a)(i) or Section 9.2(b)(i) be less than $50,000,000 and $13,325,000, respectively, regardless of whether the Parent or the Shareholder Representative obtains or maintains the Parent R&W Insurance Policy or the Company R&W Insurance Policy, respectively, following the Closing.

  • Notwithstanding the foregoing, the Purchaser R&W Cap will not be applicable to any breach or inaccuracy arising under any of the following, and no Damages arising under any of the following will be subject to or count against the Purchaser R&W Cap: Section 4.1 (Organization), Section 4.3 (Authority; Binding Nature of Agreements) or Section 4.5 (Certain Fees) (collectively, the “Purchaser Fundamental Representations”).

  • Nor shall the Contributors and Xxxxx have an aggregate liability to the Partnership or the Trust for a breach of any representation or warranty exceeding $7,500,000.00 (the "R&W Cap").

  • He informed the Council that the staff and Planning Commission originally looked at allowing32 similar uses within an area when this ordinance was adopted.

  • In no event shall the aggregate liability of Sellers or Buyer in respect of any and all claims for indemnification under this Article VIII exceed [***] of the Combined Purchase Price (the “Cap”), inclusive of the R&W Cap and the Covenant Cap.

  • Any Loss in excess of such amount shall be solely covered by the Warranty Liability Insurance Policy, it being specified, for the avoidance of doubts, that the fact that such Loss would not be covered by the Warranty Liability Insurance Policy, shall in no event entail any increase of the R&W Cap and under no circumstances shall the Sellers have any indemnification obligation towards the Purchaser in this regard.

  • Notwithstanding anything contained in this Paragraph 11 to the contrary, the R&W Cap and the provisions of subparagraphs 11(k) and 11(l) hereof shall not apply with respect to the indemnifications by the Contributors and Xxxxx set forth in subparagraph 11(b)(ii) through (b)(v) hereof and with respect to the indemnifications of all parties set forth in subparagraph 11(h) hereof.


More Definitions of R&W Cap

R&W Cap shall have the meaning set forth in Section 9.3(a)(ii).
Sample 1
R&W Cap has the meaning set forth in Section 8.6(b).
Sample 1

Related to R&W 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.

  • Indemnity Cap has the meaning set forth in Section 9.2(b).

  • Net WAC Cap The Group 1 Net WAC Cap, the Group 2 Net WAC Cap or the Subordinate WAC Cap, as applicable.

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

  • 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 Net Maximum Mortgage Rates of the Group I Mortgage Loans minus an amount, expressed as a percentage, equal to the Net Swap Payment and Swap Termination Payment, if any (other than termination payments resulting from a Swap Provider Trigger Event), due from the Trust for such Distribution Date, multiplied by 12, weighted on the basis of the outstanding Stated Principal Balances of the Group I Mortgage Loans as of the first day of the month preceding the month of such Distribution Date (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) 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 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 Interest Rate 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 Net Maximum Mortgage Rates of the Group II Mortgage Loans minus an amount, expressed as a percentage, equal to the Net Swap Payment and Swap Termination Payment, if any (other than termination payments resulting from a Swap Provider Trigger Event), due from the Trust for such Distribution Date, multiplied by 12, weighted on the basis of the outstanding Stated Principal Balances of the Group II Mortgage Loans as of the first day of the month preceding the month of such Distribution Date (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) 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 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 Interest Rate 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 sum of (i) 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 weighted average of the Expense Adjusted Net Maximum Mortgage Rates of the Group I Mortgage Loans and the Group II Mortgage Loans, in each case, weighted on the basis of the outstanding Stated Principal Balances of the related Mortgage Loans as of the first day of the month preceding the month of such Distribution Date (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) 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 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 Interest Rate Swap Provider and the denominator of which is equal to the aggregate Stated Principal Balance of the Mortgage Loans, multiplied by 12.

  • Sub-Limit Defined in the Fee and Pricing Letter, which definition is incorporated herein by reference.

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • Deductible Amount means, with respect to any Insuring Agreement, the amount set forth under the heading “Deductible Amount” in Item 3 of the Declarations or in any Rider for such Insuring Agreement, applicable to each Single Loss covered by such Insuring Agreement.

  • Tax Limitation Amount means the maximum amount which may be placed as the Appraised Value on the Applicant’s Qualified Property for maintenance and operations tax assessment in each Tax Year of the Tax Limitation Period of this Agreement pursuant to Section 313.054 of the TEXAS TAX CODE.

  • Retained limit means the greater of:

  • Share Dilution Amount means the increase in the number of diluted shares outstanding (determined in accordance with GAAP applied on a consistent basis, and as measured from the date of the Issuer’s most recent consolidated financial statements prior to the Signing Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

  • 280G Cap means an amount equal to 2.99 times Executive's "Base Period Income." This is the maximum amount which Executive may receive without becoming subject to the excise tax imposed by Section 4999 of the Code or which Company may pay without loss of deduction under Section 280G of the Code.

  • Indemnification Threshold has the meaning set forth in Section 11.5.

  • 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.

  • Indemnity Threshold has the meaning set forth in Section 9.3.

  • Daily Maximum Cash Amount means, with respect to the conversion of any Note, the quotient obtained by dividing (A) the Specified Dollar Amount applicable to such conversion by (B) forty (40).

  • Available RP Capacity Amount means (i) the amount of Restricted Payments that may be made at the time of determination pursuant to Sections 7.06(d), (g), (h) and (l) minus (ii) the sum of the amount of the Available RP Capacity Amount utilized by the Borrower or any Restricted Subsidiary to (A) make Restricted Payments in reliance on Sections 7.06 (g), (h) or (l), (B) incur Liens pursuant to Section 7.01(bb), (C) make Investments pursuant to Section 7.02(n), (D) incur Indebtedness pursuant to Section 7.03(y) and (E) make prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity utilizing the Available RP Capacity Amount pursuant to Section 7.13 plus (iii) the aggregate principal amount of Indebtedness prepaid prior to or substantially concurrently at such time, solely to the extent such Indebtedness (A) was secured by Liens pursuant to Section 7.01(bb) or (B) was incurred pursuant to Section 7.03(y) and not secured pursuant to Section 7.01(bb) (it being understood that the amount under this clause (iii) shall only be available for use under Sections 7.01(bb) and/or 7.03(y), as applicable).

  • Liability Cap has the meaning ascribed to it in paragraph 1 of Schedule 9;

  • Bag limit means the maximum number of game animals, game

  • Upper Limit means a specified maximum amount of costs which may be claimed under a Unit of Work, but which may be extended on application. An Upper Limit operates in the same way as a Costs Limitation;

  • 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.

  • 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.

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

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

  • VWAP Minimum Price Threshold means, with respect to any particular VWAP Purchase Notice, the Sale Price on the VWAP Purchase Date equal to the greater of (i) 80% of the Closing Sale Price on the Business Day immediately preceding the VWAP Purchase Date or (ii) such higher price as set forth by the Company in the VWAP Purchase Notice.

  • M&O Amount means the revenue protection payment required as part of this Agreement as set out in TEXAS EDUCATION CODE Section 48.256(d) and shall have the meaning assigned to such term in Section 4.2 of this Agreement.