Special Cap definition

Special Cap has the meaning set forth in Section 8.4(a).

Special Cap means the product of (i) the Purchase Price, as adjusted by Section 2.5, multiplied by (ii) 25%. For the avoidance of doubt, the Escrow Amount, the Hold Back Escrow Amount and $25,000,000 shall be deemed to be a portion of the Purchase Price for purposes of this paragraph.

Special Cap has the meaning given to it in Section 6.4(c).

Examples of Special Cap in a sentence

• Notwithstanding any other provision of this Agreement, any pending claim made hereunder shall only be subject to the Special Cap in effect at the time such claim was made and no pending unresolved or unsatisfied claim for Losses shall be limited in any manner by any annual adjustment of the Special Cap.

• In no event, however, shall (i) Contributor’s liability for Pre-Closing Losses and Indemnified Losses with respect to the Entity Representations exceed, in the aggregate, the Special Cap, or (ii) Contributor’s liability for Pre-Closing Losses and Indemnified Losses exceed, in the aggregate, TPG’s Capital Contribution.

• For clarification: the amount of the Special Cap constitutes the maximum aggregate cumulative liability of BNYM under this Agreement for all Loss, in accordance with the allocation between the bifurcated damage caps provided for in this Section 11(b)(2).

• Notwithstanding the foregoing, the Special Cap shall not limit recovery by the Covenant Indemnified Persons in any case based on fraud.

• The aggregate amount of Losses for which the Buyer Indemnitees shall be entitled to recovery under Section 7.2(a)(iii) shall not exceed the Special Indemnity Escrow Amount (the “Special Cap”); provided, however, that the Special Cap shall not apply to any claim for Fraud.

More Definitions of Special Cap

Special Cap shall have the meaning set forth in Section 10.6.

Special Cap shall have the meaning given to such term in Section 9.3(a).

Special Cap has the meaning set forth in Section 7.2(e).

Special Cap shall have the meaning set forth in Section 5.6(c) hereof.

Special Cap means an aggregate amount equal to the product obtained by multiplying: (a) the Purchase Price, by (b) 25%.

Special Cap has the meaning set forth in Section 4.3(b).

Special Cap. If Company TSR for the Three-Year Measurement Period is less than 0%, and the sum of the percentages as calculated pursuant to paragraph 2(a) for the Third Measurement Period and the Three-Year Measurement Period would result in more than 100% of the Aggregate Target Amount of Performance Units being earned under this Agreement but for this sentence, then such sum shall be reduced such that only 100% of the Aggregate Target Amount of Performance Units will be earned under this Agreement. This Agreement shall be interpreted in a manner consistent with the examples of the calculations pursuant to paragraph 2(a) as set forth on Exhibit A attached hereto.