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 shall have the meaning set forth in Section 10.6.
Examples of Special Cap in a sentence
The aggregate liability of Seller to Buyer Indemnitees with respect to claims for indemnification based on the Special Liabilities shall not exceed $162,000,000 (the “Special Cap”); provided that the Special Cap shall not apply with respect to claims for indemnification: (A) based on breaches of or inaccuracies in any Fundamental Warranties; or (B) for claims of knowing and intentional breach or fraud.
More Definitions of Special Cap
Special Cap has the meaning given to it in Section 6.4(c).
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.
Special Cap means an aggregate amount equal to the product obtained by multiplying: (a) the Purchase Price, by (b) 25%.
Special Cap shall have the meaning given to such term in Section 9.3(a).
Special Cap has the meaning set forth in Section 4.3(b).
Special Cap shall have the meaning set forth in Section 5.6(c) hereof.
Special Cap has the meaning set forth in Section 7.2(e).