Complying Lender means any Lender which is not a Non-Complying Lender.
Complying Lender means any Lender which is not a Non-Complying Lender. Consolidated EBITDA for any period of determination shall mean (a) the sum of (i) net income (excluding extraordinary items), (ii) depreciation expense, (iii) amortization expense, (iv) all other non-cash charges to net income, (v) taxes and (vi) interest expense minus (b) non-cash credits to net income, in each case of the Borrower and its Subsidiaries for such period determined and consolidated in accordance with GAAP. Copyrights shall mean all of the Loan Parties’ present and hereafter acquired copyrights, copyright registrations, recordings, applications, designs, styles, licenses, marks, prints and labels bearing any of the foregoing, all reissues and renewals thereof, all licenses thereof, all other general intangible, intellectual property and other rights pertaining to any of the foregoing, together with the goodwill associated therewith, and all income, royalties and other proceeds of any of the foregoing. Daily LIBOR Rate shall mean, for any day, the rate per annum determined by the Administrative Agent by dividing (x) the Published Rate by (y) a number equal to 1.00 minus the LIBOR Reserve Percentage on such day. Depository shall have the meaning assigned to that term in Section 4.8.
Complying Lender means any Lender which is not a Non-Complying Lender. Consolidated EBITDA for any period of determination shall mean (i) the sum of net income, depreciation, depletion, amortization, interest expense, income tax expense, non-cash loss on derivative items (SFAS 133 and its successors), non-cash purchase accounting adjustments (SFAS 141 and its successors), non-cash foreign currency transaction losses (SFAS 52 and its successors), other non-recurring, non-cash charges to net income, non-recurring Transaction Expenses paid during such period which are expensed and not capitalized, excess compensation paid for and expensed by Transportadora de Proteccion y Seguridad, S.A. de C.V. during the 2008 fiscal year in an amount not to exceed $2,100,000 for such fiscal year, a founders bonus paid for and expensed by the Borrower during the 2008 fiscal year in an amount not to exceed $1,000,000 for such fiscal year, and non-cash stock option expense items (SFAS123, 148 and APB 25 and each of their respective successors) incurred minus (ii) the sum of non-recurring, non-cash credits to net income, interest income, non-cash gain on derivative items (SFAS 133 and its successors), non-cash foreign currency transaction gains (SFAS 52 and its successors) and non-cash stock option gain items (SFAS123, 148 and APB 25 and each of their respective successors), in each case of the Borrower and its Subsidiaries for such period determined and consolidated in accordance with GAAP. For purposes of this definition, with respect to a business acquired by the Loan Parties pursuant to a Permitted Acquisition or the Acquisitions, Consolidated EBITDA shall be calculated on a pro forma basis, using historical numbers, in accordance with GAAP as if the Permitted Acquisition or Acquisitions had been consummated at the beginning of such period. Additionally, for purposes of this definition, with respect to a business or assets disposed of by the Loan Parties pursuant to Section 8.2.7 [Disposition of Assets or Subsidiaries] hereof, Consolidated EBITDA shall be calculated as if such disposition had been consummated at the beginning of such period.
Examples of Complying Lender in a sentence
Failure by Complying Lender to actually receive notice shall not affect Lessor’s compliance with this section provided notice was deposited in the United States mail.
Notice shall be deemed given by Lessor to Lender five (5) days following deposit in the United States mail, certified and return receipt requested, postage prepaid, and sent to Complying Lender at the address furnished in writing by Complying Lender.
More Definitions of Complying Lender
Complying Lender means any Lender which is not a Non-Complying Lender. Consideration shall mean with respect to any Permitted Acquisition or purchase of all or substantially all of the assets of Diamondback, the aggregate, without duplication, of (i) the cash paid by any of the Loan Parties, directly or indirectly, to the seller in connection therewith, (ii) the Indebtedness incurred or assumed by any of the Loan Parties, whether in favor of the seller or otherwise and whether fixed or contingent, (iii) any Guaranty given or incurred by any Loan Party in connection therewith, and (iv) any other consideration given or obligation incurred by any of the Loan Parties in connection therewith. Consolidated EBITDA for any period of determination shall mean (i) the sum of net income, depreciation, amortization, other non-cash charges to net income, interest expense and income tax expense minus (ii) non-cash credits to net income, in each case of the Borrower and its Subsidiaries for such period determined and consolidated in accordance with GAAP; provided, however, that for the purposes of this definition, with respect to the acquisition of the assets of Diamondback or any other business acquired by the Loan Parties pursuant to a Permitted Acquisition pursuant to Section 8.2(f) [Liquidations, Mergers, Consolidations, Acquisitions], Consolidated EBITDA shall be calculated on a pro forma basis (in a manner reasonably acceptable to the Administrative Agent) as if such acquisition or Permitted Acquisition had been consummated at the beginning of such period. Diamondback shall mean Diamondback Holdings, LLC, a Delaware limited liability company.