EBITDAR Condition Sample Clauses

EBITDAR Condition. The following is added as a new Section 9.1.20 of the Agreement: The EBITDAR (computed imputing a five percent (5%) management fee) of the Community (as well as the EBITDAR of each of the other Tranche 2 Properties), calculated on a trailing 6-month basis as of the last day of each month during the period beginning in July, 2017 and ending in November, 2017, which calculation is reasonably approved by Buyer, is not less than $978,000.00 in the aggregate for all of the Tranche 2 Properties, as verified by financial information that Seller provides to Buyer at the reasonable request of Buyer. If the foregoing condition is not satisfied, either Xxxxxxx Assignee or Subtenant Assignee shall have the right to terminate the Agreement; provided, however that (i) if the foregoing EBITDAR condition has not been satisfied as of the final day of any month between July, 2017 and November, 2017, then by no later than December 29, 2017 (or, if later, within ten (10) business days after Xxxxxxx Assignee receives the Monthly Report for November of 2017, said later date being the “Election Deadline”), Xxxxxxx Assignee shall notify Seller as to whether it intends to proceed with the Closing of the Tranche 2 Properties or terminate its rights under the Agreement, (ii) in the event that the Xxxxxxx Assignee elects to proceed with such Closing, the Closing shall occur on the thirtieth (30th) day following the Election Deadline (but in no event later than January 22, 2018 (said date being the last eligible date for Seller to complete a tax-deferred exchange of the Property pursuant to Section 30 of the Agreement), or on such earlier date as is designated by Buyer and (iii) in the event that the Xxxxxxx Assignee elects to terminate its rights under the Agreement, then (a) upon Xxxxxxx Assignee’s receipt of the entirety of the Deposit paid by Xxxxxxx Assignee (whether to Seller or to Subtenant Assignee in reimbursement of portions thereof previously paid by Subtenant Assignee), Xxxxxxx Assignee shall assign all of its rights under the Agreement to Subtenant Assignee, (b) upon such receipt of the Deposit and assignment, Xxxxxxx Assignee shall be released from all obligations arising under the Agreement, and (c) Subtenant Assignee shall be permitted to continue to pursue the Closing of the Tranche 2 Properties pursuant to the terms of the Agreement. Upon such assignment from Xxxxxxx Assignee to Subtenant Assignee, Subtenant Assignee shall have no obligation to reimburse Xxxxxxx Assi...
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Related to EBITDAR Condition

  • Performance Condition Notwithstanding the vesting schedule stated in the Award Notification, your Restricted Stock Units shall not vest unless the Company achieves positive Adjusted Net Earnings in any fiscal year during the term of the Award. “Adjusted Net Earnings” means net earnings determined in accordance with GAAP as publicly reported by the Company for a fiscal year, adjusted to eliminate the following: (1) the cumulative effect of changes in GAAP; (2) gains and losses from discontinued operations; (3) extraordinary gains or losses; and (4) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including merger related charges. 

  • Prior Conditions Satisfied All conditions set forth in §10 shall continue to be satisfied as of the date upon which any Loan is to be made or any Letter of Credit is to be issued.

  • Performance Conditions The Shares shall be issuable only if (and to the extent) that the Performance Criteria, set forth herein, are satisfied during the Performance Period. The Controller of the Company and the Compensation Committee of the Board of Directors of the Company shall certify whether, and to what extent, the Performance Criteria have been achieved. If the minimum performance is not met, no Shares shall be issued and the Award shall be forfeited.

  • Minimum Condition Section 1.1(a).........................................2

  • Performance Requirements To receive the Monthly Capacity Payment in Section 8.1.2.1, Seller shall provide the Contract Capacity in each Peak Month for all on-peak hours as such peak hours are defined in Edison's Tariff Schedule No. TOU-8 on file with the Commission, except that Seller is entitled to a 20% allowance for Forced Outages for each Peak Month. Seller shall not be subject to such performance requirements for the remaining hours of the year.

  • Service Requirement Except as otherwise provided in Section 6(e) of the Plan or Section 2 of this Agreement, this Option may be exercised only while you continue to provide Service to the Company or any Affiliate, and only if you have continuously provided such Service since the Grant Date of this Option.

  • Covenant to Satisfy Conditions Each party hereto agrees to use all reasonable efforts to insure that the conditions set forth in Article IV and Article V hereof are satisfied, insofar as such matters are within the control of such party.

  • Offer Conditions “Offer Conditions” is defined in Section 1.1(b) of the Agreement.

  • Change in Condition There occurs any event or a change in the condition or affairs, financial or otherwise, of Borrower which, in the reasonable opinion of Lender, impairs Lender's security or ability of Borrower to discharge its obligations hereunder or which impairs the rights of Lender in such Collateral.

  • Other Conditions In addition to conditions precedent contained in Article 8, the obligation of the Agent to issue or to cause to be issued any Letter of Credit or to provide Credit Support for any Letter of Credit is subject to the following conditions precedent having been satisfied in a manner reasonably satisfactory to the Agent:

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