ACN Maximum Amount definition

ACN Maximum Amount means the maximum amount which, at the time any IRI Liability becomes payable, a hypothetical investment banking firm would determine that ACNielsen would be able to pay (assuming the amount of the ACN Payment is zero) after giving effect to (i) any recapitalization or similar corporate transaction, including, without limitation, asset dispositions and/or increased borrowings or other capital raising transactions, which would be recommended by such hypothetical investment bank in order to maximize the claims paying ability of ACNielsen (a "Hypothetical Recapitalization Plan"), and (ii) the payment of interest which would be reasonably expected to be incurred on any ACN Notes and the payment of investment banking, legal and other fees and expenses which would be reasonably expected to be incurred in connection with such Hypothetical Recapitalization Plan, without impairing the financial viability of ACNielsen or X.
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ACN Maximum Amount means the maximum amount which, at the time any IRI Liability becomes payable, a hypothetical investment banking firm would determine that ACNielsen would be able to pay after giving effect to (i) any recapitalization or similar corporate transaction, including, without limitation, asset dispositions and/or increased borrowings or other capital raising transactions, which would be recommended by such hypothetical investment bank in order to maximize the claims paying ability of ACNielsen (a "Hypothetical Recapitalization Plan"), and (ii) the payment of interest which would be reasonably expected to be incurred on any ACN Notes and the payment of investment banking, legal and other fees and expenses which would be reasonably expected to be incurred in connection with such Hypothetical Recapitalization Plan, without impairing the financial viability of ACNielsen or A.
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Examples of ACN Maximum Amount in a sentence

  • In no event or circumstances will any arbitrator or arbitrators appointed hereunder have any right, authority or jurisdiction to determine the "ACN Maximum Amount" under the Indemnity and Joint Defense Agreement, or otherwise relating to any dispute which may arise in connection with Article II thereof, or to prevent, delay or otherwise interfere with such dispute arbitration or determination.

  • The determination of the ACN Maximum Amount and the resolution of any other dispute arising under this Article II by such investment banking firm shall be made without any party hereto asserting any other claims, offsets, defenses or counterclaims.

  • This consent to jurisdiction shall not be construed to be and is not in any way an exception to the agreement of the parties to resolve any dispute concerning the determination ACN Maximum Amount exclusively through the arbitration procedures set forth in Article II hereof.

  • In the event Cognizant or D&B disputes or disagrees with ACNielsen's determination of the ACN Maximum Amount, the dispute shall be resolved and the ACN Maximum Amount determined as described in Section 2.2.

  • For these purposes, financial viability means the ability of ACNielsen, after giving effect to such plan, the payment of related fees and expenses and the payment of the ACN Maximum Amount, to pay its debts as they become due and to finance the current and anticipated operating and capital requirements of its business, as reconstituted by such plan, for two years from the date any such plan is expected to be implemented.

  • The investment banking firm engaged pursuant to Section 2.2 shall have the authority to act as an arbitrator to resolve any dispute concerning the ACN Maximum Amount or any other provision contained in Article II.

  • In particular, the Indemnity and Joint Defense Agreement provides that ACNielsen will assume exclusive liability for IRI Liabilities up to a maximum amount to be calculated at the time such liabilities, if any, become payable (the "ACN Maximum Amount"), and that the Company and D&B will share liability equally for any amounts in excess of the ACN Maximum Amount.

  • The ACN Maximum Amount will be determined by an investment banking firm as the maximum amount which ACNielsen will be able to pay after giving effect to (i) any plan submitted by such investment bank which is designed to maximize the claims paying ability of ACNielsen without impairing the investment banking firm's ability to deliver a viability opinion (but which will not require any action requiring shareholder approval), and (ii) payment of related fees and expenses.

  • The investment banking firm engaged pursuant to Section 2.2 shall have the authority to act as an arbitrator to resolve any dispute concerning the ACN Maximum Amount or any other provision contained in Article II, except in the limited circumstance explicitly set forth in Section 2.2(a).

  • In particular, the Indemnity and Joint Defense Agreement provides that ACNielsen will assume exclusive liability for liabilities up to a maximum amount to be calculated at the time such liabilities, if any, become payable (the "ACN Maximum Amount") and that Cognizant and D&B will share liability equally for any amounts in excess of the ACN Maximum Amount.

Related to ACN Maximum Amount

  • Maximum Amount means the Maximum Amount as specified in § 1 of the Product and Underlying Data.

  • Adjusted Maximum Amount means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty or a Related Guaranty, in each case determined in accordance with the provisions hereof and thereof; provided that, solely for purposes of calculating the “Adjusted Maximum Amount” with respect to any Contributing Guarantor for purposes of this paragraph 2, the assets or liabilities arising by virtue of any rights to or obligations of contribution hereunder or under any similar provision contained in a Related Guaranty shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty and the Related Guaranties (including, without limitation, in respect of this paragraph 2 or any similar provision contained in a Related Guaranty). The amounts payable as contributions hereunder and under similar provisions in the Related Guaranties shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this paragraph 2 or any similar provision contained in a Related Guaranty shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder or under a Related Guaranty. Each Contributing Guarantor under a Related Guaranty is a third party beneficiary to the contribution agreement set forth in this paragraph 2.

  • Letter of Credit Maximum Amount means $5,000,000; provided that, on and after the Maturity Date, the Letter of Credit Maximum Amount shall be zero.

  • Minimum Amount means the Minimum Amount as specified in § 1 of the Product and Underlying Data.

  • Aggregate Maximum Credit Amounts at any time shall equal the sum of the Maximum Credit Amounts, as the same may be reduced or terminated pursuant to Section 2.06.

  • Maximum Advance Amount shall be Two Hundred Fifty Thousand Dollars ($250,000) per Advance Notice.

  • Maximum Facility Amount means the aggregate Commitments as then in effect, which amount shall not exceed $200,000,000; provided that at all times after the Reinvestment Period, the Maximum Facility Amount shall mean the aggregate Advances Outstanding at such time.

  • Maximum Available Amount means, on any date of determination, an amount equal to the lesser of:

  • Minimum Equity Amount shall have the meaning provided in the recitals to this Agreement.

  • Maximum Available Commitment means, subject to the proviso contained in the third sentence of Section 2.02(a), at any time of determination, (a) the Maximum Commitment at such time less (b) the aggregate amount of each Interest Advance outstanding at such time; provided that following a Provider Advance or a Final Advance, the Maximum Available Commitment shall be zero.

  • Maximum Loan Amount has the meaning set forth in Section 2.1(a).

  • Commitment Amount means, as the context may require, the Revolving Loan Commitment Amount, the Letter of Credit Commitment Amount or the Swing Line Loan Commitment Amount.

  • Maximum Revolving Amount At any date as of which same is to be determined, the amount by which (x) $3,500,000 exceeds (y) the sum of (i) all then undrawn amounts of letters of credit issued by the Bank for the account of the Borrower plus (ii) all amounts then drawn on any such letter of credit which at said date shall not have been reimbursed to the Bank by the Borrower.

  • Daily Maximum Cash Amount means, with respect to the conversion of any Note, the quotient obtained by dividing (A) the Specified Dollar Amount applicable to such conversion by (B) forty (40).

  • Facility Amount means (a) prior to the end of the Revolving Period, $250,000,000, unless this amount is permanently reduced pursuant to Section 2.5 or increased pursuant to Section 2.8, in which event it means such lower or higher amount and (b) from and after the end of the Revolving Period, the Advances Outstanding.

  • Maximum Undrawn Amount means with respect to any outstanding Letter of Credit, the amount of such Letter of Credit that is or may become available to be drawn, including all automatic increases provided for in such Letter of Credit, whether or not any such automatic increase has become effective.

  • Maximum Credit Amount means, as to each Lender, the amount set forth opposite such Lender’s name on Annex I under the caption “Maximum Credit Amounts”, as the same may be (a) reduced or terminated from time to time in connection with a reduction or termination of the Aggregate Maximum Credit Amounts pursuant to Section 2.06(b) or (b) modified from time to time pursuant to any assignment permitted by Section 12.04(b).

  • Advance Amount means with respect to Class A Advances, the Class A Advance Amount and, with respect to Class B Advances, the Class B Advance Amount.

  • Maximum Swingline Amount means $5,000,000.

  • Maximum Commitment Amount means Five Million Dollars ($5,000,000.00).

  • Maximum Revolving Advance Amount means $25,000,000.

  • Maximum Offering Amount means have the meaning set forth in the recitals hereto.

  • Maximum Revolving Loan Amount means, as of any date of determination, the lesser of (a) the Revolving Loan Commitment(s) of all Lenders minus the Letter of Credit Reserve and (b) the Borrowing Base minus the Letter of Credit Reserve.

  • Total Commitment Amount means, at any particular time, the aggregate of the Individual Commitments of all of the Lenders at such time.

  • Maximum Program Amount means Common Shares with an aggregate Sales Price of the lesser of (a) the number or dollar amount of Common Shares registered under the effective Registration Statement (defined below) pursuant to which the offering is being made, (b) the number of authorized but unissued Common Shares (less Common Shares issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), (c) the number or dollar amount of Common Shares permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable), or (d) the number or dollar amount of Common Shares for which the Company has filed a Prospectus (defined below).

  • Maximum Revolver Amount means $100,000,000, decreased by the amount of reductions in the Revolver Commitments made in accordance with Section 2.4(c) of the Agreement.