Certain Computations Sample Clauses

Certain Computations. Lessor and Lessee agree that Lessor's Capital Investment for the first Lease Year is $11,000,000. Base Rent and estimated Participation Rent for all periods after the first Lease Year shall be determined as of and not later than, November 15 of the immediately preceding Lease Year (November 15 of the Lease Year immediately preceding any Lease Year is the "Calculation Date" for that Lease Year), to take effect on the immediately succeeding February 1 in the case of Base Rent and April 1, in the case of Participation Rent. There shall be no adjustments in Base Rent or Participation Rent paid or payable during any Lease Year on account of changes to any party's Capital Investment occurring after the Calculation Date for such Lease Year, provided, however, that Participation Rent initially payable based on estimated Net Operating Surplus shall be adjusted based on the actual results of operations pursuant to Section 3.3(c)(iii) above.
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Certain Computations. 5.10.1 All computations of interest shall be made by the Administrative Agent taking into account the actual number of days occurring in the period for which such interest is payable, and (i) with respect to the US Base Rate, on the basis of a year of 365 or 366 days, as the case may be, or (ii) with respect to LIBOR, or any interest accruing on a Fixed Rate Advance, on the basis of a year of 360 days.
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Certain Computations. All interest, fees and other amounts accruing under this Agreement on or prior to, or determined in respect of any day accruing on or prior to the Amendment Effective Date shall be computed and determined as provided in this Agreement before giving effect to Amendment No. 1. Notwithstanding Section 2.5.1(d) of this Agreement, the adjustment to each of the ABR Spread and the LIBOR Spread, as provided in Amendment No. 1, shall be effective upon the Amendment Effective Date and set based upon the most recent financial statements delivered to the Administrative Agent after giving pro forma effect to the pre-payment referenced in Section 6(b) of this Amendment."
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Certain Computations. All interest, fees and other amounts accruing under the Existing Credit Agreement on or prior to, or determined in respect of any day accruing on or prior to the day before the Effective Date shall be computed and determined as provided in the Existing Credit Agreement before giving effect to this Agreement.
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Certain Computations. In the event of the termination of the employment term, the consulting period, Shore's employment hereunder or Shore's consultancy hereunder on any date other than the last day of a Fiscal Year, including, without limitation, by reason of the death or disability of Shore, the additional compensation, if any, required to be paid need not be paid by the Company until thirty (30) days after the computation of the amount in accordance with paragraph 4(c)(iv). The Company shall not be required to make any computation with respect to After- Tax Net Earnings or stockholder's Equity except after the end of any Fiscal Year. If a computation with respect to After-Tax Net Earnings shall be required for a period of less than a Fiscal Year, such computation may be made by taking a proportionate part of that particular Fiscal Year.
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Certain Computations. In the absence of a "Termination Event" under, and as defined in, the Receivables Purchase Facility and unless the Administrative Agent in its reasonable judgment determines otherwise, the amount of the Receivables Availability at any date shall be as certified as of such date by the Borrower. In the absence of an Event of Default and unless the Administrative Agent in its reasonable judgment determines otherwise, any calculation of the Borrowing Base to be made in connection with this Agreement or any of the other Loan Documents (other than any calculation made in order to produce and deliver a new Borrowing Base Certificate pursuant to Section 3.1(k) (Initial Borrowing Base Certificate)) may be based on the last Borrowing Base Certificate delivered pursuant to Section 3.1(k) (Initial Borrowing Base Certificate) or Section 6.1(d) (Borrowing Base Certificate), as applicable, as long as the Borrower is in compliance with the delivery requirements of such Sections.
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Certain Computations. (i) For the purpose of any computation hereunder other than computations made pursuant to Section 11(a)(iii) or 14, the “current market price” per Common Share on any date shall be deemed to be the average of the daily closing prices per Common Share for the 30 consecutive Trading Days immediately prior to, but not including, such date; for purposes of computations made pursuant to Section 11(a)(iii), the “current market price” per Common Share on any date shall be deemed to be the average of the daily closing prices per Common Share for the ten consecutive Trading Days immediately following, but not including, such date; and for purposes of computations made pursuant to Section 14, the “current market price” per Common Share for any Trading Day shall be deemed to be the closing price per Common Share for such Trading Day; provided that if the current market price per Common Share is determined during a period following the announcement by the issuer of such Common Shares of (A) a dividend or distribution on such Common Shares payable in Common Shares or securities exercisable for or convertible into such Common Shares (other than the Rights) or (B) any subdivision, combination or reclassification of such Common Shares, and prior to, but not including, the expiration of the requisite 30 Trading Day or ten Trading Day period, as set forth above, after the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the “current market price” shall be properly adjusted to take into account ex-dividend trading. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Common Shares are not listed or admitted to trading on the New York Stock Exchange, on the principal national securities exchange on which the Common Shares are listed or admitted to trading or, if the Common Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotati...
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Related to Certain Computations

  • Certain Calculations Unless otherwise specified herein, the following provisions shall apply:

  • Certain Changes The Administrator may accelerate the date on which the restrictions on transfer set forth in Section 2(b) hereof shall lapse or otherwise adjust any of the terms of the Restricted Shares; provided that, subject to Section 5 of the Plan, no action under this Section shall adversely affect the Participant's rights hereunder.

  • Certain Calculations and Tests (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided, that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed.

  • Certain Accounting Matters (a) At all times during the existence of the Trust, the Administrative Trustees shall keep, or cause to be kept at the principal office of the Trust in the United States, as defined for purposes of Treasury Regulations section 301.7701-7, full books of account, records and supporting documents, which shall reflect in reasonable detail each transaction of the Trust. The books of account shall be maintained on the accrual method of accounting, in accordance with generally accepted accounting principles, consistently applied.

  • Certain Corporate Matters VSCO is duly licensed or qualified to do business and is in good standing as a foreign corporation in every jurisdiction in which the character of VSCO’s properties or nature of VSCO’s business requires it to be so licensed or qualified other than such jurisdictions in which the failure to be so licensed or qualified does not, or insofar as can reasonably be foreseen, in the future will not, have a material adverse effect on its financial condition, results of operations or business. VSCO has full corporate power and authority and all authorizations, licenses and permits necessary to carry on the business in which it is engaged or in which it proposes presently to engage and to own and use the properties owned and used by it. VSCO has delivered to Tianyin true, accurate and complete copies of its certificate or articles of incorporation and bylaws, which reflect all restatements of and amendments made thereto at any time prior to the date of this Agreement. The records of meetings of the Shareholders and Board of Directors of VSCO are complete and correct in all material respects. The stock records of VSCO and the Shareholder lists of VSCO that VSCO has previously furnished to Tianyin are complete and correct in all material respects and accurately reflect the record ownership and the beneficial ownership of all the outstanding shares of VSCO’s capital stock and any other outstanding securities issued by VSCO. VSCO is not in default under or in violation of any provision of its certificate or articles of incorporation or bylaws in any material respect. VSCO is not in any material default or in violation of any restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of its assets is subject.

  • Certain Reports Promptly upon their becoming available and without duplication of any obligations with respect to any such information that is otherwise required to be delivered under the provisions of any Loan Document, copies of (i) following an initial public offering, all financial statements, reports, notices and proxy statements sent or made available generally by Holdings or its applicable Parent Company to its security holders acting in such capacity and (ii) all regular and periodic reports and all registration statements (other than on Form S-8 or a similar form) and prospectuses, if any, filed by Holdings or its applicable Parent Company with any securities exchange or with the SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities; and

  • Compliance with Consolidation Provisions The Company will not, while any of the Securities remain Outstanding, consolidate with or merge into any other Person, in either case where the Company is not the survivor of such transaction, or sell or convey all or substantially all of its property to any other Person unless the provisions of Article Ten hereof are complied with.

  • Certain Agreements Related to Deposits Subject to Section 2.2, the Assuming Institution agrees to honor the terms and conditions of any written escrow or mortgage servicing agreement or other similar agreement relating to a Deposit liability assumed by the Assuming Institution pursuant to this Agreement.

  • Certain Covenants (a) The Company covenants that all shares of Common Stock issued upon conversion of Notes will be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof.

  • Certain Compensation Other than in connection with a Conversion of an Affected Loan, Borrower shall pay to Administrative Agent for the account of the applicable Bank, upon the request of such Bank through Administrative Agent which request includes a calculation of the amount(s) due, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost or expense which such Bank reasonably determines is attributable to:

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