EBITDA Deficiency definition

EBITDA Deficiency has the meaning specified in Section 5.04(b).
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EBITDA Deficiency means, only if a positive number, (1) Business EBITDA calculated based on the financial statements, as set forth in Section 1.2(d) of the Disclosure Schedule, minus (2) Business EBITDA calculated based on the SAS Financial Statements and Audited Financial Statements, minus (3) $6.6 million.
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EBITDA Deficiency means the positive difference, ----------------- if any, between the Seller EBITDA and the C&P EBITDA.
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Examples of EBITDA Deficiency in a sentence

  • The Purchase Price shall be decreased, by the amount, if any, determined by the product of (i) seven and one-half (7.5) times (ii) the Final 2006 EBITDA Deficiency.

  • If it is finally determined pursuant to the provisions of this Section 2.3(c) that there is an Annualized EBITDA Deficiency, then within two (2) days after all Disputed Calculations with respect thereto have been resolved, Seller shall pay to Buyer the EBITDA Adjustment Amount that has not been paid by Seller pursuant to Section 2.3(c)(iv)(C) hereof.

  • The Purchase Price shall be decreased at Closing, by the amount, if any, determined by the product of (i) seven and one-half (7.5) times (ii) the 2006 EBITDA Deficiency.

  • The Purchase Price shall be reduced by an amount equal to the product of 5.42 times the Annualized EBITDA Deficiency, if any, in the manner contemplated by Section 2.3(c)(iii) hereof.

  • Upon the effectiveness of this Amendment in accordance with the provisions of Section 4 below, the Lender hereby waives the Default caused by the EBITDA Deficiency.

  • Upon the effectiveness of this Amendment in accordance with the provisions of Section 4 below, the Lenders and the Agent hereby waive the Default caused by the EBITDA Deficiency.

  • The Deficiency Reserve shall secure any reimbursement obligation of Seller to Purchaser for (i) any EBITDA Deficiency Adjustment and (ii) any Working Capital Deficiency Adjustment.

  • For example, in the event of a 1999 Combined EBITDA Deficiency of $100,000, the aggregate price payable to the Company shall be reduced by $1,125,000 (i.e. the $100,000 shortfall multiplied by $11.25), and, alternatively, in the event of a 1999 Combined EBITDA Surplus of $100,000, the aggregate price payable to the Company shall be increased by $1,125,000 (i.e. the $100,000 surplus multiplied by 11.25).

  • After the final determination of the Purchase Price Adjustment, Seller’s reimbursement obligations for the EBITDA Deficiency Adjustment and the Working Capital Deficiency Adjustment shall be retained by Purchaser from {P0227089:21 } -20- EXHIBIT 2.1 the Deficiency Reserve (defined below).

  • In furtherance of the foregoing, to the extent that a Purchaser Loss has arisen from facts and circumstances which have reduced Adjusted EBITDA and have resulted in an Adjusted EBITDA Deficiency Amount reducing the Purchase Price, then Purchaser Losses which arose from such facts and circumstances shall be reduced to the extent such reduction of the Purchase Price was attributable to such facts and circumstances.


More Definitions of EBITDA Deficiency

EBITDA Deficiency means (A) the difference between the pro forma earnings before interest, taxes, depreciation and amortization ("EBITDA") for the Frontier LEC Business (excluding non-recurring revenues and expenses resulting from assets and liabilities being put on the balance sheet in the process of determining the amount of Combined Liabilities or Combined Working Capital and calculated as provided in Schedule 1.3 hereto) for the 12 calendar months ending as of the end of the month most recently completed prior to the Closing Date (the "Pre-Closing Pro Forma EBITDA") and $386,769,000 multiplied by (B) 9.13; provided that there shall be no EBITDA Deficiency unless the Pre-Closing Pro Forma EBITDA is less than $386,769,000.
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Related to EBITDA Deficiency

  • Accumulated Funding Deficiency has the meaning ascribed to that term in Section 302 of ERISA.

  • Significant deficiency means a shortcoming in the system that materially affects the ability of officials of the Department of Defense to rely upon information produced by the system that is needed for management purposes.

  • Operating Deficit means, for the applicable period, insufficient funds to pay operating costs when Cash Expenses exceed Cash Receipts, as determined by the Accountant and approved by the Special Limited Partner.

  • Advance Deficiency As defined in Section 4.01(b).

  • Borrowing Base Deficiency means, at any date on which the same is determined, the amount, if any, that (a) the aggregate Covered Debt Amount as of such date exceeds (b) the Borrowing Base as of such date.

  • Funding Default as defined in Section 2.21.

  • Financing Default means an event which would constitute (or with notice or lapse of time or both would constitute) an event of default (which event of default has not been cured) under or would otherwise violate or breach (i) any financing arrangement of the Company or any of its Subsidiaries in effect as of the time of the aforementioned event, and any extensions, renewals, refinancings or refundings thereof in whole or in part; and (ii) any provision of the Company's or any of its Subsidiary's constitutional documents.

  • Reserve Account Deficiency shall have, for any Distribution Date, the meaning specified for such Distribution Date in Section 4.6(b) of the Sale and Servicing Agreement.

  • Overcollateralization Deficiency For any Distribution Date will be equal to the amount, if any, by which (x) the Targeted Overcollateralization Amount for such Distribution Date exceeds (y) the Overcollateralization Amount for such Distribution Date, calculated for this purpose after giving effect to the reduction on such Distribution Date of the aggregate Class Principal Balance of the Certificates resulting from the payment of the Principal Payment Amount on such Distribution Date, but prior to allocation of any Applied Loss Amount on such Distribution Date.

  • Class A Deficiency Amount is defined in Section 4.1(a).

  • Spread Account Deficiency means the excess, if any, of the Required Spread Account Amount over the Available Spread Account Amount.

  • Reporting Default means a Default described in Section 6.01(d).

  • Subordination Deficiency With respect to any Distribution Date, the excess, if any, of (a) the Specified Subordinated Amount applicable to such Distribution Date over (b) the Subordinated Amount applicable to such Distribution Date.

  • Company Event of Default bears the meaning ascribed thereto in Section 13.1; “Company Notice of Default” bears the meaning ascribed thereto in Section 13.2;

  • Performing Note Deficiency means any time that less than 65% of the then aggregate outstanding principal amount of all Equipment Notes are Performing Equipment Notes.

  • Liquidity Event of Default means the occurrence of either (a) the Acceleration of all of the Equipment Notes or (b) an American Bankruptcy Event.

  • Principal Deficiency Amount For any Distribution Date and for any Undercollateralized Group, the excess, if any, of the aggregate Class Certificate Principal Balance of such Undercollateralized Group immediately prior to such Distribution Date over the sum of the Principal Balances of the Mortgage Loans in the related Loan Group immediately prior to such Distribution Date.

  • Deferred Net Cash Proceeds shall have the meaning provided such term in the definition of Net Cash Proceeds.

  • Deferred Net Cash Proceeds Payment Date shall have the meaning provided such term in the definition of Net Cash Proceeds.

  • Erroneous Payment Return Deficiency has the meaning assigned to it in Section 14.14(d).

  • Net Proceeds Deficiency shall have the meaning set forth in Section 6.4(b)(vi) hereof.

  • Adjusted Capital Account Deficit means, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments:

  • Step-Up Date The first Distribution Date following the first Distribution Date on which the aggregate unpaid principal balance of the Mortgage Loans, and properties acquired in respect thereof, remaining in the Trust Fund has been reduced to less than or equal to 10% of the Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.