Capex Shortfall Amount definition

Capex Shortfall Amount has the meaning set forth in Section 2.10(g).
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Capex Shortfall Amount means the amount, if any, equal to the difference between (a) 95% of the Cumulative CapEx Target, minus (b) the actual amount spent by Seller or any of its Affiliates (including the Company) on capital expenditures after the date of this Agreement and prior to the Closing Date; provided, however, that if the amount calculated pursuant to clause (b) is greater than the amount calculated pursuant to clause (a), the “CapEx Shortfall Amount” shall be zero.
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Capex Shortfall Amount means the Capex Target Amount minus the Capex Actual Amount. “Capex Target Amount” shall mean 95% of the cumulative total amount of capital expenditures set forth on Section 10.10(a)(11) of the Disclosure Schedule hereof from January 1, 2005 to and including the Closing Date (with the amount of capital expenditures for any part of a month being determined on a pro rata basis for the number of days up to and including the Closing Date) (the “Specified Period”). “Capex Actual Amount” shall mean the cumulative total amount of capital expenditures actually spent by the Seller during the Specified Period (excluding open commitments or other deferred purchase obligations) for the capital projects listed on Section 10.10(a)(11) of the Disclosure Schedule hereof which are included in the Acquired Assets or are assets of Astaris Brasil, Astaris Canada or Astaris Europe. If the Closing does not occur during 2005, the Capex Target amount for any period ending in 2006 shall be calculated using a capital expenditure budget for 2006, including a list of specified capital projects, that is prepared by Seller consistent with past practice and agreed to by the Buyer. Seller shall provide its proposed 2006 capital expenditure budget to Buyer no later than November 30, 2005. If the parties are unable to agree on the capital expenditure budget for 2006, the Capex Target Amount shall be calculated using the same monthly amounts as set forth in Section 10.10(a)(11) of the Disclosure Schedule for the same months of 2005.
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Examples of Capex Shortfall Amount in a sentence

  • 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.

  • 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.

  • 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.

  • In the event of a shortfall between the amount of capital expenditure for the fiscal year 2018 as set out in the Unaudited Financial Statements and EUR 45,000,000 (in words: forty five million euros), the Purchase Price shall be reduced by such shortfall amount (the Capex Shortfall Amount).

  • 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 Seller will procure that the Unaudited Financial Statements expressly set out the Capex Shortfall Amount, if any.


More Definitions of Capex Shortfall Amount

Capex Shortfall Amount means the Capex ---------------------- Target Amount minus the Capex Actual Amount. "Capex Target Amount" ----- ------------------- shall mean 95% of the cumulative total amount of capital expenditures set forth on Section 10.10(a)(11) of the Disclosure Schedule hereof from January 1, 2005 to and including the Closing Date (with the amount of capital expenditures for any part of a month being determined on a pro rata basis for the number of days up to and including the Closing Date) (the "Specified Period"). "Capex Actual Amount" shall mean the ---------------- ------------------- cumulative total amount of capital expenditures actually spent by the Seller during the Specified Period (excluding open commitments or other deferred purchase obligations) for the capital projects listed on Section 10.10(a)(11) of the Disclosure Schedule hereof which are included in the Acquired Assets or are assets of Astaris Brasil, Astaris Canada or Astaris Europe. If the Closing does not occur during 2005, the Capex Target amount for any period ending in 2006 shall be calculated using a capital expenditure budget for 2006, including a list of specified capital projects, that is prepared by Seller consistent with past practice and agreed to by the Buyer. Seller shall provide its proposed 2006 capital expenditure budget to Buyer no later than November 30, 2005. If the parties are unable to agree on the capital expenditure budget for 2006, the Capex Target Amount shall be calculated using the same monthly amounts as set forth in Section 10.10(a)(11) of the Disclosure Schedule for the same months of 2005.
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Capex Shortfall Amount means the amount, if any, by which the Expended Capex Amount is less than $1,924,005.
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Capex Shortfall Amount means (a) if the CapEx Amount is greater than or equal to the CapEx Target Amount,$0 and (b) if the CapEx Amount is less than the CapEx Target Amount, an amount equal to (i) the CapEx Target Amount, minus (ii) the CapEx Amount. For the avoidance of doubt, in no event shall the CapEx Shortfall Amount be an amount greater than the CapEx Target Amount.
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Capex Shortfall Amount means (a) if the CapEx Amount is greater than or equal to the CapEx Target Amount, $0 and (b) if the CapEx Amount is less than the CapEx Target Amount, an amount equal to (i) the CapEx Target Amount, minus (ii) the CapEx Amount.
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Related to Capex Shortfall Amount

  • 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.

  • Shortfall Amount as defined in Section 2.6.

  • Substitution Shortfall Amount As defined in Section 2.03(d).

  • Collateral Shortfall Amount is defined in Section 8.1.

  • 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).

  • 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-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 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 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.

  • Class B-5 Interest Shortfall Amount As to any Distribution Date, any amount by which the Interest Accrual Amount of the Class B-5 Certificates with respect to such Distribution Date exceeds the amount distributed in respect of the Class B-5 Certificates on such Distribution Date pursuant to Paragraph seventeenth of Section 4.01(a).

  • 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-2 Interest Shortfall Amount As to any Distribution Date, any amount by which the Interest Accrual Amount of the Class B-2 Certificates with respect to such Distribution Date exceeds the amount distributed in respect of the Class B-2 Certificates on such Distribution Date pursuant to Paragraph eighth of Section 4.01(a).

  • Prepayment Interest Shortfall Amount With respect to any Mortgage Loan that was subject to a Principal Prepayment in full or in part during any Due Period, which Principal Prepayment was applied to such Mortgage Loan prior to such Mortgage Loan’s Due Date in such Due Period, the amount of interest (net of the General Servicing Fee) that would have accrued on the amount of such Principal Prepayment during the period commencing on the date as of which such Principal Prepayment was applied to such Mortgage Loan and ending on the day immediately preceding such Due Date, inclusive.

  • Unpaid Interest Shortfall Amount With respect to the Class A Certificates and the Mezzanine Certificates and (i) the first Distribution Date, zero, and (ii) any Distribution Date after the first Distribution Date, the amount, if any, by which (a) the sum of (1) the Monthly Interest Distributable Amount for such Class for the immediately preceding Distribution Date and (2) the outstanding Unpaid Interest Shortfall Amount, if any, for such Class for such preceding Distribution Date exceeds (b) the aggregate amount distributed on such Class in respect of interest pursuant to clause (a) of this definition on such preceding Distribution Date, plus interest on the amount of interest due but not paid on the Certificates of such Class on such preceding Distribution Date, to the extent permitted by law, at the Pass-Through Rate for such Class for the related Accrual Period.

  • 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).

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

  • 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.

  • 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.

  • 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:

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

  • 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.

  • Net Interest Shortfalls means Interest Shortfalls net of payments by the Company, the Servicer or the Master Servicer in respect of Compensating Interest.

  • Collateral Interest Shortfall shall have the meaning specified in subsection 4.02(c).

  • 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.