EBITDA Deficiency definition

EBITDA Deficiency has the meaning ascribed to it in Section 1.04(c).
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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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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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Examples of EBITDA Deficiency in a sentence

  • 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 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.

  • To the extent the Company's actual quarterly EBITDA for any quarter exceeds the Target, such excess is hereinafter referred to as the "EBITDA Excess." To the extent the Company's actual quarterly EBITDA for any quarter is less than the Target, such deficiency is hereinafter referred to as the "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.

  • All suspended payments of the Harvest Fee shall accumulate and shall be payable at such time as, with respect to each full fiscal quarter ending prior to termination of this Agreement, the cumulative amount of the EBITDA Excess, on a dollar-for-dollar basis, equals or exceeds the then cumulative amount of the EBITDA Deficiency.

  • Written orders, EDI orders (GSA Advantage! and FACNET), credit card orders, and orders placed under blanket purchase agreements (BPA) shall be the basis for purchase in accordance with the provisions of this contract.

  • 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.

  • 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.


More Definitions of EBITDA Deficiency

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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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 that, at the end of the fiscal year, the unassigned fund balance in the General Fund is less than zero.

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

  • Mental deficiency means mental deficiency as defined by appropriate clinical authorities to such extent that a person so afflicted is incapable of managing himself and his affairs, but shall not include mental illness as defined herein.

  • 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 2.22.

  • Daily Deficiency Rate means the rate employed to assess certain deficiency charges under Xxxxxx, Attachment DD, section 7, Tariff, Attachment DD, section 8, Tariff, Attachment DD, section 9, or Tariff, Attachment DD, section 13.

  • Gas Supply Deficiency means any occurrence relating to Sellers gas supply which causes Seller to deliver less than the total requirements of its system, including failures of suppliers to deliver gas for any reason, requirement of gas for system storage, conservation of gas for future delivery, or any other occurrence which is not enumerated herein which affects Sellers gas supply.

  • 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.

  • 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.

  • 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.

  • Index Related Payment Date means, in relation to any Indexand an IndexDetermination Date, any payment date under the Preference Shares for which the amount payable is calculated by reference to the Indexas determined on such IndexDetermination Date;

  • Liquidity Event of Default with respect to any Liquidity Facility, has the meaning assigned to such term in such Liquidity Facility.

  • 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 thereto in Section 10.12(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 Event means a failure to meet the Minimum Rating Requirement at any time, unless:

  • 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.