Purchaser Cap Clause Samples

Purchaser Cap. Notwithstanding anything to the contrary set forth herein, no Purchaser shall be permitted to effect any conversion of shares of Preferred Stock, receive Underlying Shares hereunder, receive Dividend Shares or exercise Warrants to the extent that after giving effect to such conversion or receipt of such Underlying Shares, receipt of Dividend Shares or receipt of Warrant Shares the Purchaser, in the aggregate and together with any affiliate of such Purchaser, would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion or receipt of shares, except and to the extent as waived or consented to in writing by such Purchaser.

Purchaser Cap. Subject to Section 7.3(g), the maximum aggregate amount of Losses for which indemnification is required to be made by the Seller individually with respect to the matters referred to in Section 7.1(a)(i) is an amount equal to One Million Dollars ($1,000,000) (the “General Indemnity Cap”).

Purchaser Cap. Notwithstanding any other provision contained in this Agreement or the other Purchaser Related Documents to the contrary, in no event shall the Purchaser have any liability for indemnification pursuant to this Section 7.6 with respect to an aggregate amount of Damages incurred by the Seller Indemnified Parties in excess of fifty percent (50%) of the Purchase Price, or approximately Five Million Two Hundred One Thousand Five Hundred Seventy Nine and 00/100 Dollars ($5,201,579.00), unless the Damages are a result of the Purchaser’s willful misconduct or fraud, in which case such Damages shall not be subject to the Purchaser’s Cap.

Purchaser Cap. Each fleet /purchaser is limited to placing 30 voucher requests per calendar year, except for drayage fleet / purchasers who are limited to placing 50 total voucher requests per calendar year, cumulatively in the set-asides and HVIP standard funds. Vehicles under common ownership or control that share a common TIN or CA# are considered part of a single fleet even if they are part of different subsidiaries, divisions, or other organizational structures of a company or government entity. If a fleet already has requested the maximum allowable number of vouchers and the vouchers are unredeemed and at the status of “Accepted” or higher in the Voucher Processing Center in a given calendar year, any additional requests for that fleet will be rejected and the dealer and fleet will be notified. Any redeemed vouchers that were requested in the same calendar year are exempt from the voucher cap. For example, if a fleet receives vouchers for 30 trucks, and the truck manufacturer delivers / redeems 20 of those truck vouchers within the calendar year, the fleet would be eligible to request another 20 vouchers before the end of the calendar year, depending on funding availability. It is the responsibility of the dealers to determine fleet eligibility before requesting a voucher. Manufacturer cap: The manufacturer rolling “soft” cap allows each manufacturer to hold up to 100 unredeemed vouchers at a time across all of the manufacturer’s HVIP-eligible product line and approved Dealers. As a manufacturer redeems vouchers, more vouchers will become available for vehicles from that manufacturer. Under the “soft” cap, manufacturers can be granted additional vouchers beyond the cap on a case-by-case basis. The cap applies across HVIP funding types, including set-aside funding for drayage, transit, and school bus.

Purchaser Cap. Subject to Section 7.4(e), the maximum aggregate amount of Losses for which indemnification is required to be made by any Seller individually with respect to the matters referred to in Section 7.2(a)(i) or Section 7.2(b)(i) is an amount equal to the product of (x) One Million Dollars ($1,000,000) multiplied by (y) such Seller’s Percentage Interest (the “General Indemnity Cap”); provided, however, the General Indemnity Cap shall not apply to Losses suffered by the Purchaser Indemnitees as a result of inaccuracies in or breaches of the Fundamental Representations of the Company and the Sellers, which shall be excluded in calculating when the General Indemnity Cap is reached; provided further, however, that the maximum aggregate amount of Losses for which indemnification is required to be made by any Seller individually with respect to the matters referred to in Section 7.2(a)(i), (iv) or (v) or Section 7.2(b)(i) is an amount equal to the product of (i) the Purchase Price, as adjusted pursuant to the terms of this Agreement, including pursuant to Sections 1.6 and 1.7, multiplied by (ii) such Seller’s Percentage Interest.