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 ▇.
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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

  • 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.

  • 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.

  • 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.

  • 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.

  • 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).