Cash Shortfall Sample Clauses

Cash Shortfall. For any period, the excess, if any, of (a) Operating Expenses over (b)
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Cash Shortfall. If the Unrestricted Cash as of the Closing is greater than or equal to the Minimum Cash Amount, the “Cash Shortfall” shall mean zero. If the Unrestricted Cash as of the Closing is less than the Minimum Cash Amount, the “Cash Shortfall” shall mean amount equal to (A) the Minimum Cash Amount minus (B) the Unrestricted Cash as of the Closing.
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Cash Shortfall. “Cash Shortfall” means US$3,000,000 minus the amount of all Cash Equivalents (as defined below), calculated as of the First Closing Date. During the 75 day period after the First Closing, Acquirer shall engage an independent auditor acceptable to Shareholder to perform an audit of the financial records of IPA BVI and IPA China in accordance with SEC rules. During the course of the audit, the independent auditor will determine if a Cash Shortfall existed as of the date of the First Closing. Shareholder shall fully cooperate with such audit. The auditor’s determination shall be binding on Shareholder and Parent.
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Cash Shortfall. (a) WH Bidco and GVC each acknowledge and agree that, as set out in the Rule 2.7 Announcement, an additional amount of up to £7,225,024 will be made available by GVC to satisfy elections made by Scheme Shareholders under the Mix and Match Facility only and to the extent that eligible Scheme Shareholders elect for cash consideration and such elections cannot be satisfied pursuant to the irrevocable undertakings described in the Rule 2.7 Announcement to make elections under the Mix and Match Facility and the Underpinning Arrangements. (b) If a Cash Shortfall exists, GVC shall draw down first from the Cash Shortfall Tranche and, to the extent necessary, the Working Capital Tranche of the Top Up Facility, an amount equal to the Cash Shortfall and shall hold such drawn down amount subject to the provisions of clause 6.3 (Trust arrangements) of schedule 2 (Transfer arrangements), pending its payment to Scheme Shareholders. (c) The "Cash Shortfall" shall be an amount in pounds sterling equal to 7,225,024 / 3,094,229 x N where "N" equals the number of New GVC Shares (subject to a maximum always of 3,094,229) which eligible Scheme Shareholders have elected not to receive under the Mix and Match Facility at the Election Return Time
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Cash Shortfall. 44 (m) Employment/Non-competition Agreement.........................44 (n) Litigation and Liabilities...................................44 (o)
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Cash Shortfall. There shall be included in the Pledge Agreement a promise by Summit Ventures III, L.P., Summit Investors II, L.P., and Chrixxxxxxx X. Xxxxx xx reimburse Parent for the Cash Shortfall (subject to the auditing procedures provided in Section 8 of the Pledge Agreement), if any, out of the proceeds they shall receive pursuant to this Agreement as shareholders of the Company. For purposes of this Agreement, the "Cash Shortfall" shall equal the excess, if any, of (i) the total Cash Expenditures between the date of this Agreement and the Closing Date (the "Cash Expenditure Amount") over (ii) the sum of (A) the product of $100,000.00 multiplied by the number of days between the date of this Agreement and the Closing Date (in each case exclusive of the date of this Agreement and inclusive of the Closing Date) and (B) the actual amount of the Transaction Costs, which for purposes of this subclause (B) are capped at $2,000,000.00. "Cash Expenditures" shall mean the excess of (A) the sum of (i) cash expenditures (paid by check, wire transfer or any other means), (ii) any increase in accounts payable from the 1999 Q3 Financials to the date of measurement, (iii) any increase in accrued liabilities from the 1999 Q3 Financials to the date of measurement, and (iv) any increase in short-term or long-term debt (including, without limitation, any increase in lease obligations) from the 1999 Q3 Financials to the date of measurement, over (B) the aggregate amount of severance payments made by the Company to its employees from the date of this Agreement through the day immediately preceding the Closing Date in an amount not to exceed the following amount: (x) with respect to employees that are employed by the Company under an employment agreement in effect on the date of this Agreement, the amount of severance payments to be paid under such employment agreements; and (y) for all other employees terminated, an amount equal to four weeks of the average of such other employees' salaries.
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Cash Shortfall. At least one (1) business day prior to the Closing Date, the Company shall have furnished to Parent a schedule that sets forth with particularity, as of the Closing Date, all legal fees and expenses of the Company incurred in connection with the Merger. The aggregate amount by which (i) such legal fees and expenses exceed $225,000, and (ii) the indebtedness and other liabilities listed Indebtedness and Liabilities Schedule exceed the Maximum Liabilities Amount, shall be the “Cash Shortfall.” Any additional legal fees and expenses of the Company in connection with the Merger presented for payment after the Effective Time, which together with previously billed legal fees and expenses of the Company incurred in connection with the merger exceed $225,000 and have not been included in the Cash Shortfall, if any, shall be deemed to be a Loss (as defined in Section 9.2(a)) for which Parent is entitled to indemnification pursuant to Section 9.2(a) hereof, without regard to the Threshold (as defined in Section 9.2(a) hereof), such that Parent may immediately recover from the Escrow Funds the amount of such uncollectible account receivable.
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Cash Shortfall. The net cash flow with respect to the Initial Real Estate Assets during any two calendar month period is, in the aggregate, less than 85% of the amount projected by the Borrower in the cash flow projections that the Borrower has delivered to the Administrative Agent during such period, other than as a result of a casualty that will be reimbursed by insurance and other than to the extent of excess of the net cash flow over the projected cash flow for the prior periods
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Cash Shortfall. (a) In the event that additional capital is required to meet the Company’s liquidity needs during the period between the date of this Agreement and the Closing Date (including, without limitation, to enable the Company to comply with Section 5.1) (a “Cash Shortfall”): (i) to the extent such Cash Shortfall is due, in whole or in part, to a failure by the Company to enter into new Contracts with satellite operators related to the provision by the Company of launch services for satellite missions or otherwise enter into new Active Contracted Missions, in each case after the date of this Agreement (a “New Mission Failure”), then the Seller shall, upon receipt of written approval from Buyer, contribute to the Company an amount in cash sufficient to eliminate that portion of the Cash Shortfall attributable to such New Mission Failure (the amount of such contribution, a “New Mission Failure Contribution”); (ii) to the extent such Cash Shortfall is due, in whole or in part, to any change to the timing of (x) payment of accounts payable or (y) collection of accounts receivable, in each case with respect to Active Contracted Missions and whether as a result of the Company’s operations of the Business (a “Company Cash Management Change”) or as a result of factors other than the Company’s operations of the Business (a “No-Fault Cash Management Change” and, together with a Company Cash Management Change, a “Cash Management Change”), then the Seller shall, upon receipt of written approval from Buyer, contribute to the Company an amount in cash sufficient to eliminate that portion of the Cash Shortfall attributable to such Cash Management Change (in respect of a Company Cash Management Change, the amount of such contribution, a “Company Cash Management Change Contribution”, in respect of a No-Fault Cash Management Change, the amount of such contribution, a “No-Fault Cash Management Change Contribution” and, collectively, the amount of any such contribution, a “Cash Management Change Contribution”); and
Sample 1

Related to Cash Shortfall

  • Cash Shortages No employee may be required to make up cash register shortages unless he or she is given the privilege of checking the money and daily receipts upon starting and completing the work shift, and unless the employee has exclusive access to the cash register during the work shift and unless cash is balanced daily, except as specified below. No employee may be required to make up register shortages when Management exercises the right to open the register during the employee's work shift, unless the register is opened in the presence of the employee and the employee is given the opportunity to verify all withdrawals and/or deposits. No employee shall be held responsible for cash shortages unless he or she has exclusive access to his or her cash.

  • Collateral Shortfalls In the event that amounts on deposit in the Collateral Fund at any time are insufficient to cover any withdrawals therefrom that the Company is then entitled to make hereunder, the Purchaser shall be obligated to pay such amounts to the Company immediately upon demand. Such obligation shall constitute a general corporate obligation of the Purchaser. The failure to pay such amounts within two Business Days of such demand (except for amounts to cover interest on a Mortgage Loan pursuant to Sections 2.02(d) and 2.03 (b)), shall cause an immediate termination of the Purchaser's right to make any Election to Delay Foreclosure or Election to Foreclose and the Company's obligations under this Agreement with respect to all Mortgage Loans to which such insufficiencies relate, without the necessity of any further notice or demand on the part of the Company.

  • 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.

  • Principal Payment The Borrower shall fail to pay any principal of any Note when the same becomes due and payable as set forth in this Agreement;

  • Payment Amount Payment for the Services shall be as follows: (choose one) ☐ - $______________________ for the Services (“Payment”). ☐ - At an hourly rate of $____ per hour (“Payment”). ☐ - Other. ______________________________________________ (“Payment”) If the Subcontractor asserts a claim which involves, in whole or in part, acts or omissions which are the responsibility of the Client or another person for whom a claim may be submitted, including but not limited to, claims for failure to pay, an extension of time, impacts, delay damages, or extra work, the Contractor shall present the Subcontractor's claim to the Client or other responsible party provided the Subcontractor presents to Contractor competent supporting evidence and in sufficient time for the Contractor to do so. The Subcontractor shall cooperate fully with the Contractor in any and all steps the Contractor takes in connection with prosecuting such a claim and shall hold harmless and reimburse the Contractor for all expenses, including legal expenses, incurred by the Contractor which arise out of the Contractor's submission of the Subcontractor's claims to the Client or other responsible party(ies). The Subcontractor shall be bound by any adjudication or award in any action or proceeding resolving such a claim.

  • Total Realized Loss (or Amount of Any Gain The total derived from subtracting line 22 from 13. If the amount represents a realized gain, show the amount in parenthesis ( ). Prepared by: __________________ Date: _______________ Phone: ______________________ Email Address:_____________________ Servicer Loan No. Servicer Name Servicer Address XXXXX FARGO BANK, N.A. Loan No._____________________________ Borrower's Name: _________________________________________________________ Property Address: _________________________________________________________

  • Excess Cash Flow In the event that there shall be Excess Cash Flow in excess of $2,500,000 for any Fiscal Year, the Borrower shall, not later than the tenth Business Day following the date that is ninety days after the end of such Fiscal Year, prepay the Loans in an aggregate amount equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.

  • Adjustment Amount (a) Schedule 2.16 sets forth a sample calculation of the Adjustment Amount and the Target Adjustment Amount as of the Balance Sheet Date (the “Sample Closing Statement”), including the asset, liability and other line items and accounting principles used in such calculation, and assuming that all of such asset and liability line items that constitute Mallinckrodt Assets or Mallinckrodt Liabilities under this Agreement will be transferred to Mallinckrodt as of the Distribution. (b) Within sixty (60) days after the Distribution Date, Mallinckrodt shall cause to be prepared and delivered to Covidien a statement (the “Closing Statement”) setting forth (i) the Adjustment Amount and the calculation of the Adjustment Amount and (ii) the Target Adjustment Amount and the calculation of the Target Adjustment Amount. The Closing Statement shall be prepared in accordance with the Transaction Accounting Principles, including the use of the same line items and line item entries, set forth on and used in the preparation of the Sample Closing Statement; provided, however, that assets newly acquired and liabilities newly incurred following the date of the Sample Closing Statement which cannot be appropriately placed in line items previously used by Mallinckrodt, but that constitute Mallinckrodt Assets or Mallinckrodt Liabilities, will also be included to the extent consistent with the Transaction Accounting Principles. (c) Within thirty (30) days following receipt by Covidien of the Closing Statement, Covidien shall deliver written notice to Mallinckrodt of any dispute Covidien has with respect to the preparation or content of the Closing Statement (the “Dispute Notice”); provided, however, that if Covidien does not deliver any Dispute Notice to Mallinckrodt within such thirty (30)-day period, the Closing Statement will be final, conclusive and binding on the Parties. Any Dispute Notice shall (i) set forth in reasonable detail the basis for any dispute included therein, the amounts involved and Covidien’s determination of the Adjustment Amount and/or the Target Adjustment Amount (as applicable) and (ii) include only disagreements based on the Adjustment Amount and/or the Target Adjustment Amount (as applicable) not being calculated properly in accordance with this Agreement or containing mathematical errors. Upon receipt by Mallinckrodt of a Dispute Notice, Mallinckrodt and Covidien shall negotiate in good faith to resolve any dispute set forth therein. If Mallinckrodt and Covidien, such good faith effort notwithstanding, fail to resolve any such dispute within fifteen (15) Business Days following receipt by Mallinckrodt of the Dispute Notice (the “Dispute Resolution Period”), then Mallinckrodt and Covidien jointly shall engage, within ten (10) Business Days following the expiration of the Dispute Resolution Period, Ernst & Young LLP or, if Ernst & Young LLP is unavailable or conflicted, another nationally recognized major accounting firm selected jointly by Covidien and Mallinckrodt (the “Independent Accounting Firm”) to resolve any such dispute. If Ernst & Young LLP is unavailable or conflicted and Covidien and Mallinckrodt are unable to agree on the Independent Accounting Firm, then each of Covidien and Mallinckrodt shall select a nationally recognized major accounting firm, and the two (2) firms will mutually select a third nationally recognized major accounting firm to serve as the Independent Accounting Firm. As promptly as practicable, and in any event not more than fifteen (15) days following the engagement of the Independent Accounting Firm, Mallinckrodt and Covidien shall each prepare and submit a presentation detailing each Party’s complete statement of proposed resolution of each issue still in dispute to the Independent Accounting Firm. Mallinckrodt and Covidien shall cause the Independent Accounting Firm to, as soon as practicable after the submission of the presentations described in the immediately preceding sentence and in any event not more than thirty (30) days following such presentations, make a final determination, binding on the Parties, of the appropriate amount of each of the line items that remain in dispute as indicated in the Dispute Notice. With respect to each disputed line item, such determination, if not in accordance with the position of either Covidien or Mallinckrodt, shall not be in excess of the higher, nor less than the lower, of the amounts set forth by Mallinckrodt in the Closing Statement or by Covidien in the Dispute Notice, as applicable. Notwithstanding the foregoing, the scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to whether any determination of the Adjustment Amount and/or the Target Adjustment Amount (as applicable) was properly calculated in accordance with the Transaction Accounting Principles, and the Independent Accounting Firm is not to make any other determination, including any determination as to whether GAAP was followed, to the extent GAAP is inconsistent with the Transaction Accounting Principles. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Covidien and Mallinckrodt. All determinations made by the Independent Accounting Firm, and the Closing Statement, as modified by the Independent Accounting Firm, will be final, conclusive and binding on the Parties, absent fraud or manifest error. (d) For purposes of complying with the terms set forth in this Section 2.16, Mallinckrodt and Covidien shall cooperate with and make available to each other and their respective Representatives all information, records, data and working papers, in each case, to the extent related to the Mallinckrodt Assets, Mallinckrodt Liabilities or Mallinckrodt Business, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Closing Statement and the resolution of any disputes thereunder. (e) If the Adjustment Amount, as finally determined pursuant to Section 2.16(c), is greater than the Target Adjustment Amount, as finally determined pursuant to Section 2.16(c), by at least $20 million, then Mallinckrodt shall pay or cause to be paid an amount in cash equal to the difference from the first dollar (i.e., without regard to the $20 million threshold) to Covidien by wire transfer of immediately available funds to an account or accounts designated in writing by Covidien to Mallinckrodt. If the Adjustment Amount, as finally determined pursuant to Section 2.16(c), is less than the Target Adjustment Amount, as finally determined pursuant to Section 2.16(c), by at least $20 million, then Covidien shall pay or cause to be paid an amount in cash equal to the difference from the first dollar (i.e., without regard to the $20 million threshold) to Mallinckrodt by wire transfer of immediately available funds to an account or accounts designated in writing by Mallinckrodt to Covidien. Any such payment pursuant to this Section 2.16(e) is to be made within five (5) Business Days of the date on which the Adjustment Amount and the Target Adjustment Amount have been finally determined pursuant to this Section 2.16.

  • Excess Finance Charge Collections Series 2017-6 shall be an Excess Allocation Series. Subject to Section 4.05 of the Agreement, Excess Finance Charge Collections with respect to the Excess Allocation Series for any Distribution Date will be allocated to Series 2017-6 in an amount equal to the product of (x) the aggregate amount of Excess Finance Charge Collections with respect to all the Excess Allocation Series for such Distribution Date and (y) a fraction, the numerator of which is the Finance Charge Shortfall for Series 2017-6 for such Distribution Date and the denominator of which is the aggregate amount of Finance Charge Shortfalls for all the Excess Allocation Series for such Distribution Date. The “Finance Charge Shortfall” for Series 2017-6 for any Distribution Date will be equal to the excess, if any, of (a) the full amount required to be paid, without duplication, pursuant to subsections 4.05(a), 4.05(b) and 4.05(c) and subsections 4.07(a) through (j) on such Distribution Date and the full amount required to be paid, without duplication, pursuant to subsections 3.02(a)(iii) and 3.02(a)(iv) of the Transfer Agreement on the related Payment Date (as such term is defined in the Transfer Agreement) over (b) the sum of (i) the Reallocated Investor Finance Charge Collections, (ii) if such Monthly Period relates to a Distribution Date with respect to the Controlled Accumulation Period or Early Amortization Period, the amount of Principal Funding Account Investment Proceeds, if any, with respect to such Distribution Date and (iii) the amount of funds, if any, to be withdrawn from the Reserve Account which, pursuant to subsection 4.12(d), are required to be included in Class A Available Funds with respect to such Distribution Date. The amount of Excess Finance Charge Collections for Series 2017-6 for any Distribution Date shall be specified in subsection 3.02(a)(v) of the Transfer Agreement. On each Distribution Date, the Trustee shall deposit into the Collection Account for application in accordance with Section 4.05 of the Agreement the aggregate amount of Excess Finance Charge Collections received by the Trustee pursuant to the Transfer Agreement on such date.

  • Finance Charge Each Receivable provides for the payment of a finance charge or shall yield interest calculated on the basis of an APR ranging from 0.50% to 22.24%.

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