Buyer Cap Sample Clauses

Buyer Cap. Notwithstanding anything to the contrary contained in this Article 11, subject to the limitations set forth in Section 11.3(e)(i), Buyer shall not be liable to any Seller Indemnified Party under Section 11.2(c)(i) in excess of the Purchase Price.
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Buyer Cap. Notwithstanding anything to the contrary herein, Buyer shall not be liable for any Losses of Stockholder in excess of the Purchase Price.
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Buyer Cap. The maximum liability of Buyer and Earthstone, in the aggregate, with respect to Losses under Section 14.3(a) shall be an amount equal to the Holdback Amount; provided, however, that with respect to any Loss arising from or as a result of any (1) action or inaction that constitutes Fraud, (2) breach of or inaccuracy in Buyer’s Fundamental Representations, or (3) the Assumed Liabilities, and notwithstanding anything to the contrary contained in this Agreement, in no event shall Buyer be liable for Losses under Section 14.3(a) in an amount in excess of the Unadjusted Base Purchase Price.
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Buyer Cap. The aggregate amount payable in respect of indemnification by Buyer pursuant to this Agreement shall be limited to the Cap. (f) Notwithstanding anything to the contrary set forth in this Agreement, the foregoing limitations on indemnification under this Section 9.7 shall not apply to claims (i) in the case of indemnification by Seller, based upon Fraud or made under Section 9.2(a)(ix) (irrespective of whether the Loan Losses indemnified thereunder may constitute an Assignment Loss, DBI Loss or Title Loss or otherwise) or (ii) in the case of indemnification by Buyer, based upon Fraud. Section 9.8. Definitions relating to Indemnification for MSR Purchase Agreement Matters. Any capitalized terms used in this Section 9.8 but not defined in this Agreement shall have the meanings ascribed thereto in the MSR Purchase Agreement. For purposes of this Article IX, the following terms have the meanings specified or referred to in this Section 9.8 and shall be equally applicable to both the singular and plural forms: (a) “Assignment Losses” means any Loan Losses incurred as a direct result of an Assignment Timeframe Failure occurring after the Closing Date. (b) “Assignment Timeframe Failure” means, with respect to any HECM Loan that is eligible for assignment to HUD in accordance with applicable FHA Regulations, any inability of Buyer in respect of such HECM Loan to meet after the Closing Date for such HECM Loan any FHA Timeframe in compliance with applicable FHA Regulations to assign such HECM Loan to HUD prior to such HECM Loan’s unpaid principal balance exceeding 100% of the related maximum claim amount, to the extent directly caused by missing or incorrect information or documents, failure to provide information or documents in a timely manner, or failure to service such HECM Loan in accordance with Applicable Requirements prior to the MSR Transfer Date. (c) “Curtailment Event” means, with respect to any HECM Loan, either (i) the failure of Seller or any prior servicer (or other responsible party) in respect of such HECM Loan to meet any one of the applicable requirements set forth in (a) 24 C.F.R. 206.129(d)(2)(iii) and related FHA Regulations in compliance with the Curtailment Event Timeframes, or (b) any other FHA Regulation the violation of which results in a reduction of the amount of eligible mortgage insurance proceeds in respect a claim to FHA pertaining to such HECM Loan, or (ii) as of the Closing Date, the deadline to meet any one of the applicable requir...
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Buyer Cap. The aggregate liability of Buyer for Losses under Section 9.2 shall not exceed an amount equal to the Overall Cap.
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Buyer Cap. The aggregate amount of all Losses for which Buyer shall be liable pursuant to: (i) Section 8.3(a) shall not exceed Fifteen Million Dollars ($15,000,000), and (ii) Sections 8.3(b) and/or (c) shall not exceed the Purchase Price; provided that, for purposes of determining satisfaction of the foregoing caps, such amounts are inclusive of all other Losses for which Buyer is liable hereunder or which were previously recovered from Buyer hereunder. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Sections 8.3(a), (b) and (c) shall not exceed the Purchase Price. For the avoidance of doubt, the limitations set forth in the preceding sentences shall not apply to Losses arising pursuant to Sections 8.3(d) or (e), Buyer’s liability for which shall be uncapped.
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Buyer Cap. The term “Buyer Cap” has the meaning set forth in Section 9.04(b).
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Related to Buyer Cap

  • Deliveries by Buyer at Closing At the Closing, Buyer shall deliver to Seller:

  • Buyer Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Seller’s Indemnification of Buyer Seller assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Buyer, its officers, directors, employees and agents, from and against all Losses which arise directly or indirectly from or in connection with (i) the Retained Liabilities, (ii) any matter for which Seller has agreed to indemnify Buyer under this Agreement and (iii) any breach by Seller of any of Seller’s representations, warranties or covenants hereunder.

  • Buyer’s Deliveries at Closing At the Closing, Buyer shall deliver to Seller the following:

  • Closing Escrow The Closing shall take place by means of a so called “New York style” escrow (the “Closing Escrow”), and, at or prior to the Closing, the Parties shall enter into a closing escrow agreement with the Escrow Agent with respect to the Closing Escrow in form and substance reasonably acceptable to Seller, Purchaser and the Escrow Agent (the “Closing Escrow Agreement”) pursuant to which (i) the Purchase Price to be paid by Purchaser pursuant to Section 3.3 shall be deposited with Escrow Agent, (ii) all of the documents required to be delivered by Seller and Purchaser at Closing pursuant to this Agreement shall be deposited with Escrow Agent, and (iii) at Closing, the Purchase Price (as adjusted pursuant to Section 3.1) and the Xxxxxxx Money shall be disbursed to Seller and the documents deposited into the Closing Escrow shall be delivered to Seller and Purchaser (as the case may be) pursuant to the Closing Escrow Agreement.

  • Seller’s Deliveries at Closing At the Closing, Seller will deliver or cause to be delivered to Buyer:

  • Investment of Escrow Amount Escrow Agent may, at its’ discretion, invest any or all of the Escrow Account balance as permitted by banking or trust company regulations. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account or in Issuers custodial account.

  • Post-Closing Purchase Price Adjustment (a) As soon as practicable, but no later than forty-five (45) calendar days after the Closing Date, Buyer shall cause to be prepared and delivered to Griffon a single statement (the “Closing Statement”) setting forth Buyer’s calculation of (i) the Net Working Capital, (ii) based on such Net Working Capital amount, the Net Working Capital Adjustment, (iii) the Closing Date Funded Indebtedness, (iv) the Closing Date Cash, (v) the Transaction Related Expenses and the components thereof in reasonable detail. Buyer’s calculation of the Net Working Capital, the Net Working Capital Adjustment, the Closing Date Funded Indebtedness, the Closing Date Cash and the Transaction Related Expenses set forth in the Closing Statement shall be prepared and calculated in good faith, and in the manner and on a basis consistent with the terms of this Agreement and the Accounting Principles (in the case of Net Working Capital) and the definitions thereof, and in the case of Net Working Capital shall also be in the same form and include the same line items as the Estimated Net Working Capital calculation, and shall otherwise (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby, (y) be based on facts and circumstances as they exist as of the Closing and (z) exclude the effect of any decision or event occurring on or after the Closing. In furtherance of the foregoing, Buyer acknowledges and agrees that the Accounting Principles are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies. If the Closing Statement is not so timely delivered by Buyer for any reason, then the Estimated Closing Statement shall be considered for all purposes of this Agreement as the Closing Statement, from which the Seller will have all of its rights under this Section 2.7 with respect thereto, including the right to dispute the calculations set forth in the Estimated Closing Statement in accordance with the procedures set forth in Section 2.7(b) and Section 2.7(c) mutatis mutandis.

  • Buyer Deliveries At the Closing the Buyer shall deliver to the Company the Purchase Price.

  • Purchaser Closing Deliveries At the Closing, Purchaser shall deliver, or cause to be delivered, the following:

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