Net Operating Income Defined Sample Clauses

Net Operating Income Defined. As used herein, the term “Net Operating Income” shall mean, (a) with respect to each Existing Property, the agreed upon net operating income amounts specified on Exhibit “B-2” attached hereto, and (b) with respect to each Development Property, the amount by which (i) the revenues projected to be received from the operation and/or leasing of such Property or any portion thereof (excluding proceeds from any capital event) for the twelve (12) full calendar month period following the calendar month in which the applicable “Completion Notice” (as hereinafter defined) is delivered (the “Post-Closing Period”) (based on executed leases with tenants not in default and with respect to which no action or proceeding shall have been commenced under the federal bankruptcy code or any state law for the relief of debtors or for the enforcement of the rights of creditors and no attachment, execution, lien or levy shall have attached to or been issued with respect to such tenant’s interest in the Property or any portion thereof) exceeds (ii) the operating expenses, forecasted real estate taxes and ground rent projected to be paid or incurred with respect to the Property that would be paid for such Post-Closing Period; provided, however, that the term “Net Operating Income” for each Development Property shall be net of (A) a deduction for a general operating reserve equal to Twenty Cents ($0.20) per rentable square foot of medical office building space for such Development Property and (B) an allowance for bad debt expenses, which shall be calculated in accordance with generally accepted accounting principles in the United States (consistently applied) and based on actual prior experience; and provided further, however, that the term “Net Operating Income” for each Development Property shall take into account all revenues earned with respect to parking operations at such Property (“Parking Revenues”), which shall be valued for the Post-Closing Period based upon the Parking Revenues actually collected for the three (3) month period ending on the date such Property’s Completion Notice is delivered net of any un-reimbursed expenses and maintenance reserves (to the extent not passed through to tenants). Notwithstanding the foregoing, to the extent that a Transferor demonstrates to Transferee’s reasonable satisfaction that the Parking Revenues for a Development Property are subject to seasonality or planned rate increases, then such seasonality or planned rate increases shall be ...
Sample 1
AutoNDA by SimpleDocs
Net Operating Income Defined. For the purposes of this Section 2.3, the term "Net Operating Income" shall: (aa) be calculated in the manner provided for in the Proforma Profit & Loss Statement for the Transaction Companies attached as SCHEDULE 2.3(h)(A), and in accordance with the provisions of the NOI Calculation Schedule attached as SCHEDULE 2.3(h)(B), on the basis of the Special Quarterly NOI Report in respect of each quarter, and on the basis of the Special Annual NOI Report in respect of each calendar year; and (bb) shall be calculated on the basis of "Profit without Loans" only (and not on the basis of "Profit with Loans"); (cc) However, in the event that Szombathely Plaza Kft. shall conclude leases for 5 years or more with good standing tenants at the target rent levels of Szombathely Plaza Kft. as notified to Purchaser, then and in such event Purchaser, acting in good faith, shall notify PCE in writing accordingly, and in such event an amount which is equivalent to the amount of NOI contributed by such lessee(s) shall be reduced from the quarterly and/or annual Minimum Guaranteed NOI, and shall not be re-claimed by Purchaser even in the event that the relevant tenant shall subsequently default on payments due by it under the lease agreement or shall become insolvent; and (dd) in the event that the Minimum Guaranteed NOI amount shall have been reduced entirely in terms of the preceding sub-section (dd), then and in such event PCE's undertakings in terms of Section 2.3(b) and Section 2.3(c) above shall expire and be of no further force AND effect.
Sample 1

Related to Net Operating Income Defined

  • Net Operating Income For any Real Estate and for a given period, an amount equal to the sum of (a) the rents, common area reimbursements, and service and other income for such Real Estate for such period received in the ordinary course of business from tenants or licensees in occupancy paying rent (excluding pre-paid rents and revenues and security deposits except to the extent applied in satisfaction of tenants’ or licensees’ obligations for rent and any non-recurring fees, charges or amounts including, without limitation, set-up fees and termination fees) minus (b) all expenses paid or accrued and related to the ownership, operation or maintenance of such Real Estate for such period, including, but not limited to, taxes, assessments and the like, insurance, utilities, payroll costs, maintenance, repair and landscaping expenses, marketing expenses, and general and administrative expenses (including an appropriate allocation for legal, accounting, advertising, marketing and other expenses incurred in connection with such Real Estate, but specifically excluding general overhead expenses of REIT and its Subsidiaries, any property management fees and non recurring charges), minus (c) the greater of (i) actual property management expenses of such Real Estate, or (ii) an amount equal to three percent (3.0%) of the gross revenues from such Real Estate excluding straight line leveling adjustments required under GAAP and amortization of intangibles pursuant to FAS 141R, minus (d) all rents, common area reimbursements and other income for such Real Estate received from tenants or licensees in default of payment or other material obligations under their lease, or with respect to leases as to which the tenant or licensee or any guarantor thereunder is subject to any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution, liquidation or similar debtor relief proceeding.

  • Adjusted EBITDA The 2019 adjusted EBITDA for the Affiliated Club Sellers shall total an aggregate of not less than $10,700,000.

  • Minimum Consolidated EBITDA The Borrower will not permit Modified Consolidated EBITDA, for any Test Period ending at the end of any fiscal quarter of the Borrower set forth below, to be less than the amount set forth opposite such fiscal quarter: Fiscal Quarter Amount September 30, 1997 $36,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,000

  • EBITDA The term “EBITDA” shall mean, with respect to any fiscal period, “Consolidated EBITDA” as defined in the Credit Agreement, provided that the following should also be excluded from the calculation of EBITDA to the extent not already excluded from the calculation of Consolidated EBITDA under the Credit Agreement: (i) Non-Cash Charges (as defined in the Credit Agreement) related to any issuances of equity securities; (ii) fees and expenses relating to the Acquisition; (iii) financing fees (both cash and non-cash) relating to the Acquisition; (iv) covenant-not-to-compete payments to certain members of the Company’s senior management and related expenses; (v) expenses (or any portion thereof) incurred outside of the ordinary course of business that are approved by the Board which the Board determines in its good faith discretion are in the best interest of the Company but which will have a disproportionately adverse impact on the Company’s short term financial performance, affecting the Company’s ability to achieve financial targets related to the vesting of the Class C Units under the Incentive Unit Subscription Agreements or the Company’s annual bonus plan; (vi) costs and expenses incurred in connection with evaluating and consummating acquisitions not contemplated by the Company’s annual plan, as such plan is approved by the Board in good faith; (vii) related party expenditures that are subject to the prior written consent of the Majority Executives pursuant to Section 2.3(a) of the Securityholders Agreement but have failed to receive such consent; (viii) advisors’ fees and expenses incurred outside the ordinary course of business related solely to Vestar’s activities that are unrelated to the Company; (ix) costs associated with any put option or call option contemplated by any Rollover Subscription Agreement or Incentive Unit Subscription Agreement; (x) costs associated with any proposed initial Public Offering or Sale of the Company (as such terms are defined in the Securityholders Agreement); (xi) expenses related to any litigation arising from the Acquisition; (x) management fees and costs related to the activities giving rise to such fees that are paid to, paid for or reimbursed to Vestar and its Affiliates; and (xii) material expenditures or incremental expenditures inconsistent with prior practice (to the extent that prior practice is relevant) required by Board (where Management Managers (as defined in the Securityholders Agreement) unanimously dissent) unless such expenditures are reasonably likely to result in any benefit (whether economic or non-economic) to the Company as determined by the Board in its good faith discretion.

  • Minimum Adjusted EBITDA Borrower shall maintain a minimum trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), as of such test date, of at least the greater of (a) $75,000,000 and (b) an amount equal to 75% of the trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), for the immediately preceding six-month period, tested semi-annually, commencing September 30, 2024, and continuing on each subsequent March 31 and September 30.

  • Funds from Operations The ratio of Funds from Operations to Total Debt for such Relevant Entity in any fiscal year is greater than the ratio specified in the Election Sheet; or

  • Interest Expense Coverage Ratio The Borrower will not permit the ratio of (i) Consolidated EBITDA to (ii) Consolidated Cash Interest Expense for any period of four consecutive fiscal quarters to be less than 3.75 to 1.00.

  • Net Cash Flow The term “Net Cash Flow” shall mean all cash and cash equivalents from all sources on hand as of the last day of the measurement period prior to any distributions to the Partners, and after the payment of all then due expenses of operating and managing the Restaurants, and after payment of all debts and liabilities and after any prepayments of any debts and liabilities that the General Partner, in its reasonable and good faith discretion, elects to cause to be made, and after the establishment of any reserves reasonably deemed necessary by the General Partner for (i) the repayment of any due debts or liabilities, including debts owed to the General Partner; (ii) the working capital requirements; (iii) capital improvements and replacement of furniture, fixtures or equipment; and (iv) any contingent or unforeseen liabilities. In determining Net Cash Flow of each Restaurant there shall be deducted the Supervision Fee and the Accounting Fee as provided in Section 4.7, the Advertising Payment and the Insurance Payment as provided in Section 4.8, and the OSRS Charges as provided in Section 4.2.

  • Consolidated EBITDA With respect to any period, an amount equal to the EBITDA of REIT and its Subsidiaries for such period determined on a Consolidated basis.

  • Minimum Consolidated Net Worth The Borrower will not permit its Consolidated Net Worth at any time to be less than the sum of (i) $250,000,000 plus (ii) thirty percent (30%) of the sum of the Consolidated Net Income of the Borrower (with any consolidated net loss during any fiscal quarter counting as zero) for each fiscal quarter of the Borrower commencing with the fiscal quarter of the Borrower ending June 30, 1997.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!