Termination Based On EBITDA Margin Sample Clauses

Termination Based On EBITDA Margin. At any time at which Manager and its Affiliates do not hold, directly or indirectly, in the aggregate, twenty-five percent (25%) or more of the Ownership Interests of Owner, Owner, in its discretion, may terminate this Agreement without payment of any termination fee or penalty on at least thirty days’ notice, in the event that on any Specified Test Date, the EBITDA Margin for the four (4) consecutive Operating Years prior to such Specified Test Date (with notice of such expected deficiency being given by Owner to Manager after such third (3rd) Operating Year) is less than ninety percent (90%) of the Benchmark Margin as may be adjusted pursuant to Section 3.1.4. As used herein, “Specified Test Date” means for the first Specified Test Date, April 1 of the calendar year that is immediately following the last day of the sixth (6th) Operating Year and, thereafter, April 1 of each calendar year of the Term. If Owner elects to terminate this Agreement pursuant to this Section 16.3.1, Owner must give notice of such election within sixty (60) days after the later of the applicable Specified Test Date or the date on which the EBITDA Margin and Benchmark Margin are finally determined for the applicable period such termination to be effective within sixty (60) days following notice. Any dispute regarding the EBITDA Margin, the Benchmark Margin or Owner’s right to terminate this Agreement in accordance with this Section 16.3.1 shall be resolved by Expert Resolution in accordance with Article XVII. No termination fee or penalty shall be payable by Owner upon a termination by Owner pursuant to this Section 16.3.1.
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Related to Termination Based On EBITDA Margin

  • 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.

  • Maximum Senior Leverage Ratio Permit the Senior Leverage Ratio on the last day of any fiscal quarter during any period set forth below to be greater than the ratio set forth opposite such date or period below: Period Ratio ------ ----- September 30, 2001 2.50:1.0 December 31, 2001 2.00:1.0 March 31, 2002 through June 30, 2002 2.50:1.0 September 30, 2002 2.00:1.0 December 31, 2002 1.50:1.0 March 31, 2003 through June 30, 2003 2.00:1.0 September 30, 2003 1.50:1.0 December 31, 2003 and thereafter 1.25:1.0

  • Interest Rates and Letter of Credit Fee Rates Payments and Calculations (a) Interest Rates. Except as provided in Section 2.13(c) and Section 2.15(a), all Obligations (except for the undrawn portion of the face amount of Letters of Credit) that have been charged to the Loan Account pursuant to the terms hereof shall bear interest at a per annum rate equal to the lesser of (i) the LIBOR Rate plus the Applicable Margin, or (ii) the maximum rate of interest allowed by applicable laws; provided, that following notice to Borrower in accordance with Section 2.15(a) hereof, all Obligations that have been charged to the Loan Account pursuant to the terms hereof shall bear interest at a per annum rate equal, during the duration of the circumstances described in Section 2.15(a), to the lesser of (A) the Base Rate plus the Applicable Margin as calculated pursuant to Section 2.15(a) or (B) the maximum rate of interest allowable by applicable laws.

  • Maximum Leverage Permit, as of any fiscal quarter end, the ratio of (a) Adjusted Portfolio Equity as of such fiscal quarter end to (b) Funded Debt as of such fiscal quarter end, to be less than 5.00 to 1.00.

  • Maximum Leverage Ratio The Borrower will not permit the Leverage Ratio as of the end of any fiscal quarter to be greater than 0.55 to 1.00.

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

  • Maximum Total Leverage Ratio The Borrower shall maintain, on the last day of each fiscal quarter set forth below, a Total Leverage Ratio of not more than the maximum ratio set forth below opposite such fiscal quarter: October 31, 2007, January 31, 2008, April 30, 2008, July 31, 2008, October 31, 2008 and January 31, 2009 4.7 to 1 April 30, 2009, July 31, 2009, October 31, 2009 and January 31, 2010 4.2 to 1 April 30, 2010 and each fiscal quarter thereafter 4.0 to 1

  • Funded Debt to EBITDA Section 10.2 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

  • Cash Flow Leverage Ratio The Borrower will not permit the Cash Flow Leverage Ratio on the last day of any fiscal quarter to exceed 3.50 to 1.00.

  • Adjustment of Minimum Quarterly Distribution and Target Distribution Levels (a) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution, Third Target Distribution, Common Unit Arrearages and Cumulative Common Unit Arrearages shall be proportionately adjusted in the event of any distribution, combination or subdivision (whether effected by a distribution payable in Units or otherwise) of Units or other Partnership Securities in accordance with Section 5.10. In the event of a distribution of Available Cash that is deemed to be from Capital Surplus, the then applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall be adjusted proportionately downward to equal the product obtained by multiplying the otherwise applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, as the case may be, by a fraction of which the numerator is the Unrecovered Capital of the Common Units immediately after giving effect to such distribution and of which the denominator is the Unrecovered Capital of the Common Units immediately prior to giving effect to such distribution. (b) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall also be subject to adjustment pursuant to Section 6.9.

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