Capex Shortfall definition

Capex Shortfall means the greater of (a) the amount by which (x) the Target Capex exceeds (y) the sum of all amounts incurred after January 1, 2013 for additions to tangible fixed assets (PPE) and either paid prior to the Closing or included as a current liability in the determination of Closing Working Capital and (b) zero. A sample calculation of the Capex Shortfall is set forth on Schedule A-4 of the Disclosure Letter. In determining the Capex Shortfall, foreign currencies shall be converted into U.S. dollars at the exchange rates in effect on the Closing Date.
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Capex Shortfall means the aggregate negative amount, if any, by which the aggregate amount of the Monthly Capital Expenditures for the period commencing on August 1, 2013 and continuing through and until the Closing Date is less than the aggregate Monthly Target Capital Expenditures for the same period.
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Capex Shortfall means, if and only if the Budgeted Amount is greater than or equal to 110 per cent. of Actual Capex plus Extraordinary Capex, the amount by which the Budgeted Amount exceeds Actual Capex plus the Extraordinary Capex;
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Examples of Capex Shortfall in a sentence

  • The aggregate consideration for the Shares shall be U.S.$635.0 million, increased or decreased, as applicable, on a dollar-for-dollar basis by (i) the amount by which Closing Working Capital is more than U.S.$46.0 million or less than U.S.$46.0 million and (ii) the amount by which the Retained Cash Balances are more than U.S.$5.0 million or less than U.S.$5.0 million and decreased by (x) the amount of the Transferred Company Indebtedness, if any, and (y) the Capex Shortfall, if any (the “Purchase Price”).

  • Within 90 days following execution of this Agreement, but in no event later than the Closing, the parties hereto, acting reasonably, shall agree upon the allocation of the Merger Consideration (including, for the avoidance of doubt, any amount payable pursuant to Section 2.9(d) and any Series A Escrow Shares released from escrow in respect of a Capex Shortfall Amount pursuant to Section 2.10, as applicable) between Westway Terminal and Westway Feed for all purposes.

  • Sellers and the Companies shall have performed in all material respects all covenants, agreements and obligations required to be performed by Sellers and the Companies under this Agreement at or prior to the Closing (other than the covenant in Section 8.1(i), for which the remedy for failure to perform shall be the Capex Shortfall adjustment to the Purchase Price under Section 2.1(b)), including, without limitation, delivery of items listed in Section 4.2 hereof.

  • Within 90 days following execution of this Agreement, but in no event later than the Closing, the parties hereto, acting reasonably, shall agree upon the allocation of (a) the Estimated Stock Sale Consideration, (b) any amount payable pursuant to Section 3.2(d) and (c) any cash paid (or deemed paid) to Parent in respect of a Capex Shortfall Amount pursuant to Section 2.10, as applicable, among the Purchased Companies for all purposes.

  • The later of (A) the date on which Closing Date NWC, Closing Date Indebtedness, Closing Date Cash, Closing Date Unpaid Transaction Expenses and Final Capex Shortfall of Panavision and SIM, as applicable, are finally determined in accordance with this Section 3.10(b) and (B) the date that is 120 days after the Closing Date is hereinafter referred to as the “Determination Date”.

  • Without limiting the foregoing, Borrower shall deposit all Excess Cash Flow Deposits into the Capital Improvements Reserve at any time there is a Capex Shortfall.

  • Prior to the Closing, the parties hereto, acting reasonably, shall agree upon the allocation of (a) the Estimated Stock Sale Consideration, (b) any amount payable pursuant to Section 3.2(d) and (c) any cash paid (or deemed paid) to Parent in respect of a Capex Shortfall Amount pursuant to Section 2.10, as applicable, among the Purchased Companies for all purposes.

  • The Capex Shortfall or Capex Excess will be allocated among the Asset Sellers and the Share Sellers in accordance with their Initial Consideration Percentages.

  • Prior to the Closing, the parties hereto, acting reasonably, shall agree upon the allocation of the Merger Consideration (including, for the avoidance of doubt, any amount payable pursuant to Section 2.9(d) and any Series A Escrow Shares released from escrow in respect of a Capex Shortfall Amount pursuant to Section 2.10, as applicable) between Westway Terminal and Westway Feed for all purposes.

  • The Auditor’s determination with respect to any such disagreement must be within the range of values assigned to the applicable Closing Date NWC, Closing Date Indebtedness, Closing Date Cash, Closing Date Unpaid Transaction Expenses or Final Capex Shortfall in the applicable Closing Statement and the applicable Objection Notice, respectively.


More Definitions of Capex Shortfall

Capex Shortfall means the excess, if any, of (i) 85% of the CapEx Target over (ii) CapEx Spending.
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Capex Shortfall means, as applicable, the Panavision Capex Shortfall or the SIM Capex Shortfall.
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Capex Shortfall means the amount (if any) (excluding any amount in respect of VAT comprised therein) by which the Capex Spend is less than the aggregated Target Capex Spend for the period from December 31, 2018, up to the Closing.
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Capex Shortfall the difference, if any, determined as of the end of a particular CapEx Year, between (i) the Anniversary Date CapEx Commitment and (ii) all capital Expended by Buyer pursuant to Section 12.4(b) during all CapEx Years following the Closing Date. CapEx Shortfall Escrow Agreement: defined in Section12.4(c). CapEx Year: the 12 month period ending on the applicable anniversary of the Closing Date. Captive Insurance Companies: DMC Insurance Company, Ltd., a corporation organized under the laws of the Cayman Islands, and Southeast Michigan Physicians Insurance Company, a Michigan insurance organization. CERCLA: defined in the definition of Environmental Laws. CIMA: defined in Section 3.29(a).
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Related to Capex Shortfall

  • Available Funds Shortfall As defined in Section 3.03(b)(ii)(A).

  • Class A-P Collection Shortfall With respect to the Cash Liquidation or REO Disposition of a Discount Mortgage Loan and any Distribution Date, the excess of the amount described in Section 4.02(b)(i)(C)(1) over the amount described in Section 4.02(b)(i)(C)(2).

  • Available Funds Shortfall Amount means, as of any Payment Date, the amount, if any, by which the aggregate amount required to be paid pursuant to clauses first through twelfth of Section 4.4(a) of the Sale and Servicing Agreement exceeds the Available Funds for such Payment Date.

  • Finance Charge Shortfall shall have the meaning specified in Section 4.09.

  • Collateral Shortfall Amount is defined in Section 8.1.

  • Working Capital Shortfall means the amount, if any, by which Working Capital is less than the Working Capital Target.

  • Daily Principal Shortfall means, on any date of determination, the excess of the Group One Monthly Principal Payment for the Monthly Period relating to such date over the month to date amount of Collections processed in respect of Principal Receivables for such Monthly Period allocable to investor certificates of all outstanding Series in Group One, not subject to reallocation, which are on deposit or to be deposited in the Principal Account on such date.

  • Class B Note Principal Shortfall means, as of the close of any distribution date, the excess of: • the Class B Noteholders’ Principal Distribution Amount on that distribution date, over • the amount of principal actually distributed to the class B noteholders on that distribution date.

  • Class A Interest Shortfall shall have the meaning specified in subsection 4.02(a).

  • Note Interest Shortfall means, for a Class and a Payment Date, an amount equal to the excess, if any, of the Accrued Note Interest for the prior Payment Date for the Class over the amount of interest that was paid to the Noteholders of that Class on the prior Payment Date, together with interest on the excess amount, to the extent lawful, at the Note Interest Rate for the Class for that Interest Period.

  • Accumulation Shortfall shall initially mean zero and shall thereafter mean, with respect to any Monthly Period during the Controlled Accumulation Period, the excess, if any, of the Controlled Deposit Amount for the previous Monthly Period over the amount deposited into the Principal Funding Account pursuant to subsection 4.9(c)(i) with respect to the Certificates for the previous Monthly Period.

  • Principal Shortfall For any Distribution Date, the amount, if any, by which (i) the Principal Distribution Amount for the preceding Distribution Date exceeds (ii) the aggregate amount actually distributed with respect to principal on the Non-Vertically Retained Principal Balance Certificates on such preceding Distribution Date in respect of such Principal Distribution Amount.

  • Class B-3 Interest Shortfall Amount As to any Distribution Date, any amount by which the Interest Accrual Amount of the Class B-3 Certificates with respect to such Distribution Date exceeds the amount distributed in respect of the Class B-3 Certificates on such Distribution Date pursuant to Paragraph eleventh of Section 4.01(a).

  • Class A Note Principal Shortfall means, as of the close of any distribution date, the excess of: • the Class A Noteholders’ Principal Distribution Amount on that distribution date, over • the amount of principal actually distributed or allocated to the class A noteholders or deposited into the accumulation account on that distribution date.

  • Class B Note Interest Shortfall means, for any distribution date, the excess of: • the Class B Noteholders’ Interest Distribution Amount on the preceding distribution date, over • the amount of interest actually distributed to the class B noteholders on that preceding distribution date, plus interest on the amount of that excess, to the extent permitted by law, at the class B note interest rate from that preceding distribution date to the current distribution date.

  • Class B-6 Interest Shortfall Amount As to any Distribution Date, any amount by which the Interest Accrual Amount of the Class B-6 Certificates with respect to such Distribution Date exceeds the amount distributed in respect of the Class B-6 Certificates on such Distribution Date pursuant to Paragraph twentieth of Section 4.01(a).

  • Series Principal Shortfall means with respect to any Transfer Date, the excess, if any, of (a) (i) with respect to any Transfer Date relating to the Controlled Accumulation Period, the Controlled Deposit Amount for such Transfer Date, and (ii) with respect to any Transfer Date during the Rapid Amortization Period, the Adjusted Investor Interest over (b) the Investor Principal Collections minus the Reallocated Principal Collections for such Transfer Date.

  • Class A Interest Shortfall Amount As to any Distribution Date and any Class of Class A Certificates, any amount by which the Interest Accrual Amount of such Class with respect to such Distribution Date exceeds the amount distributed in respect of such Class on such Distribution Date pursuant to Paragraph first of Section 4.01(a).

  • Class B-4 Interest Shortfall Amount As to any Distribution Date, any amount by which the Interest Accrual Amount of the Class B-4 Certificates with respect to such Distribution Date exceeds the amount distributed in respect of the Class B-4 Certificates on such Distribution Date pursuant to Paragraph fourteenth of Section 4.01(a).

  • Class B-1 Interest Shortfall Amount As to any Distribution Date, any amount by which the Interest Accrual Amount of the Class B-1 Certificates with respect to such Distribution Date exceeds the amount distributed in respect of the Class B-1 Certificates on such Distribution Date pursuant to Paragraph fifth of Section 4.01(a).

  • Class A Note Interest Shortfall means, for any distribution date, the excess of: • the Class A Noteholders’ Interest Distribution Amount on the preceding distribution date, over • the amount of interest actually distributed to the class A noteholders on that preceding distribution date, plus interest on the amount of that excess, to the extent permitted by law, at the interest rate applicable for each related class of notes from that preceding distribution date to the current distribution date.

  • Capitalization Reimbursement Shortfall Amount With respect to any Distribution Date and, with respect to any Mortgage Pool comprised of two or more Loan Groups, each Loan Group, the amount, if any, by which the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of all Mortgage Loans (or, if the Mortgage Pool is comprised of two or more Loan Groups, on the Mortgage Loans in the related Loan Group) during the preceding calendar month exceeds the amount of principal payments on the Mortgage Loans included in the Available Distribution Amount (or, if the Mortgage Pool is comprised of two or more Loan Groups, Available Distribution Amount for the related Loan Group) for that Distribution Date.

  • Class B Interest Shortfall shall have the meaning specified in subsection 4.02(b).

  • Interest Shortfall With respect to any Distribution Date and each Mortgage Loan that during the related Prepayment Period was the subject of a Principal Prepayment or constitutes a Relief Act Mortgage Loan, an amount determined as follows:

  • Net Interest Shortfall With respect to any Distribution Date, the Interest Shortfall, if any, for such Distribution Date net of Compensating Interest Payments made with respect to such Distribution Date.

  • Class B Interest Shortfall Amount Any of the Class B-1 Interest Shortfall Amount, Class B-2 Interest Shortfall Amount, Class B-3 Interest Shortfall Amount, Class B-4 Interest Shortfall Amount, Class B-5 Interest Shortfall Amount or Class B-6 Interest Shortfall Amount.