Acquisition Cash Flow definition
Acquisition Cash Flow means, with respect to any Person or assets, franchises or businesses acquired by the Borrower or any of its Consolidated Subsidiaries, operating income for any period of determination plus any amounts deducted for depreciation, amortization and operating lease expense in determining operating income during such period (to the extent not included in Consolidated Operating Income for such period), all determined using historical financial statements of such Person, assets, franchises or businesses acquired with appropriate adjustments thereto in order to reflect such operating income, depreciation, amortization and operating lease expense on an actual historical combined pro forma basis as if such Person, assets, franchises or businesses acquired had been owned by the Borrower or one of its Consolidated Subsidiaries during the applicable period. Operating income as used in the preceding sentence will be determined for the acquired Person, assets, franchises or businesses using the same method prescribed for determining Consolidated Operating Income.
Acquisition Cash Flow means operating income for the applicable period plus any amounts deducted for depreciation, amortization and operating lease expense in determining operating income of all assets, franchises and businesses acquired during the most recently completed quarter or any of the preceding three calendar quarters by the Lessee or any its Consolidated Subsidiaries (to the extent not included in Consolidated Operating Income for the applicable period), determined using historical financial statements of such assets, franchises and businesses acquired with appropriate adjustments thereto in order to reflect such operating income, depreciation, amortization and operating lease expense on an actual historical combined pro forma basis as if the assets, franchises and businesses acquired had been owned by the Lessee during the relevant period. Operating income as used in the preceding sentence shall be determined using the same method prescribed for determining Consolidated Operating Income and using GAAP applied consistently with the application of GAAP in preparation of the Lessee's financial statements for the relevant period and such determination shall be in all respects reasonably satisfactory to the Majority In Interest and the Majority Holders.
Acquisition Cash Flow means for any Person who is the subject of an Acquisition by the Borrower, such Person's net income as calculated in accordance with generally accepted accounting principles consistently applied for the four (4) quarters immediately prior to the anticipated Acquisition date plus Interest Expense, Rental Expense, depreciation, amortization, federal and state taxes, and such other adjustments thereto as the Agent may consent to in its sole discretion after consultation with the Borrower.
Examples of Acquisition Cash Flow in a sentence
Upon payment in full of the Acquisition Loans for a Company Acquisition, and satisfaction in full of all Deferred Acquisition Consideration Liabilities (including for this purpose, any associated cash reserve) (collectively, “Debt Satisfaction”), any additional available Acquisition Cash Flow from such acquisition (“Acquisition Free Cash Flow”) shall be included in Cash Flow and become available for distribution in accordance with Section 3.4 hereof.
More Definitions of Acquisition Cash Flow
Acquisition Cash Flow means, with respect to any Person or assets, franchises or businesses acquired by the Borrower or any of its Consolidated Subsidiaries, operating income for any period of determination plus any amounts deducted for depreciation, amortization and operating lease expense in determining operating income during such period (to the extent not included in Consolidated Operating Income for such period), all determined using historical
Acquisition Cash Flow means for each acquired entity or assets an amount calculated for such entity or assets on a non-consolidated basis in accordance with the definition of "Adjusted Annualized Operating Cash Flow" and all definitions included, directly or indirectly, in the calculation thereof, provided that in connection with each such acquisition, Borrower shall deliver a draft Compliance Certificate and a Compliance Certificate as set forth in the definition of "Permitted Acquisition", each of which shall set forth in reasonable detail the calculation of the foregoing amount for such entity or assets, which calculation shall be satisfactory to Administrative Agent in all respects.
Acquisition Cash Flow means, with respect to any Person or assets, franchises or businesses acquired by the Borrower or any of its Consolidated Subsidiaries, operating income for any period of determination plus any amounts deducted for depreciation, amortization and operating lease expense in determining operating income during such period (to the extent not included in Consolidated Operating Income for such period), all determined using historical financial statements of such Person, assets, franchises or businesses acquired with appropriate adjustments thereto in order to reflect such operating income, depreciation, amortization and operating lease expense on an actual historical combined pro forma basis as if such Person, assets, franchises or businesses acquired had been owned by the Borrower or one of its Consolidated Subsidiaries during the applicable period. Operating income as used in the preceding sentence will be determined for the acquired Person, assets, franchises or businesses using the same method prescribed for determining Consolidated Operating Income. “Administrative Agent” means ▇▇▇▇▇ Fargo, in its capacity as Administrative Agent ▇▇▇▇▇▇▇▇▇, and any successor thereto appointed pursuant to Section 9.6. “Administrative Agent’s Office” means the office of the Administrative Agent specified in or determined in accordance with the provisions of Section 10.2(c). “Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent. “Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
Acquisition Cash Flow means, with respect to any Person or assets, franchises or businesses acquired by the Borrower or any of its Consolidated Subsidiaries, operating income for any period of determination plus any amounts deducted for depreciation, amortization and operating lease expense in determining operating income during such period (to the extent not included in Consolidated Operating Income for such period), all determined using historical financial statements of such Person, assets, franchises or businesses acquired with appropriate adjustments thereto in order to reflect such operating income, depreciation, amortization and operating lease expense on an actual historical combined pro forma basis as if such Person, assets, franchises or businesses acquired had been owned by the Borrower or one of its Consolidated Subsidiaries during the applicable period. Operating income as used in the preceding sentence will be determined for the acquired Person, assets, franchises or businesses using the same method prescribed for determining Consolidated Operating Income. “Adjusted Term SOFR” means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment; provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be the Floor. “Administrative Agent” means ▇▇▇▇▇ Fargo, in its capacity as Administrative Agent ▇▇▇▇▇▇▇▇▇, and any successor thereto appointed pursuant to Section 9.6. “Administrative Agent’s Office” means the office of the Administrative Agent specified in or determined in accordance with the provisions of Section 10.2(c). “Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent. “Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
Acquisition Cash Flow means for each acquired entity or assets an amount calculated for such entity or assets on a non-consolidated basis in accordance with the definition of "Adjusted Annualized Operating Cash Flow" herein and all definitions included, directly or indirectly, in the calculation thereof, but only to the extent such amount is included in Adjusted Annualized Operating Cash Flow under the Senior Loan Agreement.
Acquisition Cash Flow means, with respect to any Person or assets, franchises or businesses acquired by the Borrower or any of its Consolidated Subsidiaries, operating income for any period of determination plus any amounts deducted for depreciation, amortization and operating lease expense in determining operating income during such period (to the extent not included in Consolidated Operating Income for such period), all determined using historical financial statements of such Person, assets, franchises or businesses acquired with appropriate adjustments thereto in order to reflect such operating income, depreciation, amortization and operating lease expense on an actual historical combined pro forma basis as if such Person, assets, franchises or businesses acquired had been owned by the Borrower or one of its Consolidated Subsidiaries during the applicable period. Operating income as used in the preceding sentence will be determined for the acquired Person, assets, franchises or businesses using the same method prescribed for determining Consolidated Operating Income. “Administrative Agent” means ▇▇▇▇▇ Fargo, in its capacity as Administrative Agent ▇▇▇▇▇▇▇▇▇, and any successor thereto appointed pursuant to Section 9.6. “Administrative Agent’s Office” means the office of the Administrative Agent specified in or determined in accordance with the provisions of Section 10.2(c). “Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent. “Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution. “Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Agent Parties” has the meaning assigned thereto in Section 10.2(e). “Agreement” means this Bridge Loan Agreement, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time. “Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Affiliates from time to time concerning or relating to bribery or corruption. “Applicable Law” means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders of Governmental Authorities and all orders and decrees of all courts and arb...
Acquisition Cash Flow means, with respect to any Person or assets, franchises or businesses acquired by the Company or any of its Consolidated Subsidiaries, operating income for any period of determination plus any amounts deducted for depreciation, amortization and operating lease expense in determining operating income