BCF Shortfall Sample Clauses

BCF Shortfall. In the event that the Stations' BCF for calendar year 2000, excluding any Titans Contract Loss for calendar year 2000, is less than $12,000,000 (such difference being referred to as the "BCF Shortfall"), Sellers shall pay to Citadel an amount equal to 20 times the BCF Shortfall. As used herein, "BCF" means broadcast cash flow, which is the difference between (i) gross revenue (including revenue under Trade Agreements), net of agency commissions, and (ii) operating expenses (including expenses under Trade Agreements), excluding depreciation and amortization, corporate general and administrative expenses (including without limitation capitalized leases, related-party rental expenses, taxes, interest and debt service) and non-cash and extraordinary charges. BCF shall be calculated on an accrual basis and in accordance with GAAP. Not later than March 31, 2001, Citadel shall deliver to Sellers a written calculation (together with supporting information) of the BCF Shortfall, if any, and, within 10 Business Days thereafter, Sellers shall pay to Citadel an amount equal to 20 times the BCF Shortfall. In the event Sellers' disagree with Citadel's calculation of the BCF Shortfall, Citadel and Sellers shall attempt in good faith to resolve such disagreement promptly. If such disagreement cannot be resolved by the parties within such 10-Business Day period, then such disagreement shall be submitted to the Arbitrator within 10 additional Business Days thereafter, pursuant to Section 3.4(d), and no payment shall be made by Sellers under this Section 3.4(a) until such time as the Arbitrator's final decision is rendered. The payment made by Sellers pursuant to this Section 3.4(a), if any, shall constitute an adjustment to the Purchase Price. If the Closing occurs in 2000, then from the Closing Date until December 31, 2000 Citadel shall (x) operate the Stations in accordance with good business practices and consistent with the Stations' budgets for calendar year 2000; and (y) subject to Section 10.8, provide reasonable access to Sellers and their representatives, on a monthly basis, to financial information relating to the Stations' performance, including internal income statements, billing information and disbursement information.
Sample 1
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Related to BCF Shortfall

  • Security shortfall If at any time the Security Value is less than the Minimum Value, the Agent may, and shall, if so directed by the Majority Lenders, by notice to the Borrowers require that such deficiency be remedied. The Borrowers shall then within 30 days of receipt of such notice ensure that the Security Value equals or exceeds the Minimum Value. For this purpose, the Borrowers may:

  • Realized Losses Realized Losses shall be allocated first against the Overcollateralization Amount, until the Overcollateralization Amount has been reduced to zero. If, after giving effect to the distribution of the Principal Distribution Amount on any Distribution Date the aggregate Class Certificate Balance of the Offered Certificates exceeds the Pool Principal Balance as of the end of the related Due Period, such excess will be allocated against the Class B-3, Class B-2, Class B-1, Class M-6, Class M-5, Class M-4, Class M-3, Class M-2 and Class M-1 Certificates, in that order and until the respective Class Certificate Balances thereof are reduced to zero.

  • Shortfall If, on any date, the Outstanding Advances shall exceed the Maximum Advance Amount (such excess, the "Shortfall Amount"), then the Customer shall on such date prepay the Outstanding Advances in an amount equal to such Shortfall Amount.

  • Shortfalls (i) If the amounts described in Section 2.3 are insufficient to pay the Class A Monthly Interest on any Distribution Date, payments of interest to the Class A Noteholders will be reduced on a pro rata basis by the amount of such deficiency. The aggregate amount, if any, of such deficiency on any Distribution Date, together with the aggregate unpaid amount of any such deficiencies with respect to all prior Distribution Dates, shall be referred to as the “

  • Distribution Date 13 DTC...........................................................................................13

  • Excess Cash Flow No later than ten (10) Business Days after the date on which the financial statements with respect to each fiscal year of Holdings ending on or after December 31, 2019 in which an Excess Cash Flow Period occurs are required to be delivered pursuant to Section 5.01(a) (each such date, an “ECF Payment Date”), the Borrower shall, if and to the extent Excess Cash Flow for such Excess Cash Flow Period exceeds $1,375,000, make prepayments of Term Loans in accordance with Section 2.10(h) and (i) in an aggregate amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow for the Excess Cash Flow Period then ended (for the avoidance of doubt, including the $1,375,000 floor referenced above) (B) minus $1,375,000 minus (C) at the option of the Borrower, the aggregate principal amount of (x) any Term Loans, Incremental Term Loans, Revolving Loans or Incremental Revolving Loans (or, in each case, any Credit Agreement Refinancing Indebtedness in respect thereof), in each case prepaid pursuant to Section 2.10(a), Section 2.16(b)(B) or Section 10.02(e)(i) (or pursuant to the corresponding provisions of the documentation governing any such Credit Agreement Refinancing Indebtedness) (in the case of any prepayment of Revolving Loans and/or Incremental Revolving Loans, solely to the extent accompanied by a corresponding permanent reduction in the Revolving Commitment), during the applicable Excess Cash Flow Period (or, at the option of the Borrower and without duplication, after such Excess Cash Flow Period and prior to such ECF Payment Date) and (y) the amount of any reduction in the outstanding amount of any Term Loans or Incremental Term Loans resulting from any assignment made in accordance with Section 10.04(b)(vii) of this Agreement (or the corresponding provisions of any Credit Agreement Refinancing Indebtedness issued in exchange therefor), during the applicable Excess Cash Flow Period (or, at the option of the Borrower and without duplication, after such Excess Cash Flow Period and prior to such ECF Payment Date), and in the case of all such prepayments or buybacks, to the extent that (1) such prepayments or buybacks were financed with sources other than the proceeds of long-term Indebtedness (other than revolving Indebtedness to the extent intended to be repaid from operating cash flow) of Holdings or its Restricted Subsidiaries and (2) such prepayment or buybacks did not reduce the amount required to be prepaid pursuant to this Section 2.10(f) in any prior Excess Cash Flow Period (such payment, the “ECF Payment Amount”).

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