Claim Cap definition

Claim Cap has the meaning ascribed to such term in Section 9(f) hereof.

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Claim Cap shall have the meaning set forth in Section 10.4.

Claim Cap has the meaning ascribed to such term in Section 15(c) hereof.

Examples of Claim Cap in a sentence

• Buyer further agrees that, following the Closing, no claim may or shall be made for any alleged breach of any representations or warranties made by Seller under or relating to this Agreement unless the amount of such claim or claims, individually or in the aggregate, exceeds Fifteen Thousand and No/100 Dollars ($15,000.00) (the “Basket”) (in which event the full amount of such valid claims against Seller shall be actionable up to, but not in excess of, the Claim Cap).

• The parties agree that this Limited Guaranty may not be enforced against any Guarantor without giving effect to such Guarantor’s Per Claim Cap and Individual Cap (and to the provisions of Sections 8 and 9 hereof).

• Notwithstanding anything herein to the contrary (including Section 6.1 and Article 11 hereof), from the date hereof until the Closing, Seller Parent and its Affiliates shall be entitled to compromise or settle any and all TMD Claims in their sole and absolute discretion and any Losses payable by Seller Parent or its Affiliates in connection with such settlement shall be paid by Purchaser to Seller Parent at Closing up to an amount not exceeding the TMD Claim Cap.

• This Limited Guaranty may not be revoked or terminated and shall remain in full force and effect and shall be binding on each Guarantor, its successors and permitted assigns until the payment and satisfaction in full of the Obligations of such Guarantor (up to such Guarantor’s Per Claim Cap and Individual Cap).

• Notwithstanding anything herein to the contrary, the liability of each Guarantor shall be several (and not joint or joint and several) based upon such Guarantor’s Maximum Guarantor Percentage, and no Guarantor shall be liable for any amounts hereunder in excess of such Guarantor’s Per Claim Cap or Individual Cap, as applicable.

More Definitions of Claim Cap

Claim Cap has the meaning set forth in Section 7.2(d)(i).

Claim Cap means one percent (1%) of the Purchase Price.

Claim Cap has the meaning ascribed to such term in Section 8(e) hereof. ​

Claim Cap has the meaning ascribed to such term in Section 9(d) hereof. (i) “Code” has the meaning ascribed to such term in Section 11(m) hereof. (j) “ERISA” has the meaning ascribed to such term in Section 11(m) hereof. (k) “Environmental Laws” has the meaning ascribed to such term in Section 11(k) hereof. (l) “Exchange Act” means the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. (m) “Executive Order” has the meaning ascribed to such term in Section 11(n) hereof. (n) “FIRPTA” has the meaning ascribed to such term in Section 11(i) hereof. (o) “Guarantor” shall mean ▇▇▇▇▇▇▇▇▇▇▇, Inc., an Indiana corporation. (p) “Hazardous Substances” shall mean any hazardous or toxic materials, substances or wastes, such as (a) substances defined as “hazardous substances”, “hazardous materials” or “toxic substances” in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, (42 USC Section 9601, et seq.) and/or the Hazardous Materials Transportation Act (49 USC Section 1801, et seq.), as either of such acts are amended from time to time; (b) any materials, substances or wastes which are toxic, ignitable, corrosive or reactive and which are regulated by any local governmental authority, any agency of the state in which the Property is located, or any agency of the United States of America; (c) asbestos, petroleum and petroleum based products, urea formaldehyde foam insulation, polychlorinated biphenyls (PCBs), and freon and other chlorofluorocarbons; and (d) those substances defined as any of the foregoing in the regulations adopted and publications promulgated pursuant to each of the aforesaid laws. (q) “Improvements” shall mean all structures, improvements and fixtures owned by Seller located on the Land, including the Buildings. (r) “Intangible Property” shall mean Seller’s interest in all transferable licenses, permits, entitlements, development rights, approvals, certificates of occupancy, utility agreements, architectural and engineering plans and specifications, site plans, surveys and schematics, and all warranties and guaranties used exclusively in connection with the operation of the Properties, if any, but excluding the name of Seller and any derivation thereof and all intellectual property rights.

Claim Cap means EUR 1,717,500;

Claim Cap means that no Individual Claim Amount, regardless of the value of a Claim determined by the Point Formula, shall exceed the sum of $1,500.00.

Claim Cap has the meaning given to it in paragraph 1.3 of Schedule 7 (Limitation of Liability);