Escrow Assumption Date definition

Escrow Assumption Date means the date of the satisfaction of each of the conditions set forth in Section 4.03.
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Examples of Escrow Assumption Date in a sentence

  • Prior to the Escrow Assumption Date, Holdings will not permit the Interest Coverage Ratio for any period of four consecutive fiscal quarters of Holdings, beginning with the four fiscal quarter period ended June 30, 2017, to be less than 3.00:1.00.

  • If the Escrow Assumption Date occurs, Holdings will not permit the Interest Coverage Ratio for any period of four consecutive fiscal quarters of Holdings, beginning with the first four fiscal quarter period ending after the Escrow Assumption Date, to exceed (I) for any four fiscal quarter period ending prior to March 31, 2019, 2.75:1.00 and (II) for any four fiscal quarter ending on or after March 31, 2019, 3.00:1.00.

  • Prior to the Escrow Assumption Date, Holdings will not permit the Total Net Leverage Ratio as of the last day of any fiscal quarter of the Borrower, beginning with the fiscal quarter ending June 30, 2017, to exceed 2.75:1.00.

  • Upon the Escrow Assumption Date, all Escrow Incremental Loans and accrued and unpaid interest thereon through the Escrow Assumption Date shall (i) for purposes of the Original Credit Agreement, be deemed to be outstanding under the Original Credit Agreement, in accordance with the terms thereof and, (ii) solely for the purposes of the Escrow Credit Agreement, be deemed to have been repaid in full and such Escrow Credit Agreement shall terminate and shall be of no further force and effect.

  • Prior to the Escrow Assumption Date, Holdings will not permit the Interest Coverage Ratio for any period of four consecutive fiscal quarters of Holdings, beginning with the four fiscal quarter period ended June 30, 2017, to be less than 3.00:1.

  • Prior to the Escrow Assumption Date, Holdings will not permit the Total Net Leverage Ratio as of the last day of any fiscal quarter of the Borrower, beginning with the fiscal quarter ending June 30, 2017, to exceed 2.75:1.

  • If the Escrow Assumption Date occurs, the New Term Loans assumed on the Escrow Assumption Date shall initially take the form of a pro rata increase in each then outstanding Borrowing of New Term Loans on the Escrow Assumption Date.

  • For the avoidance of doubt, the first such prepayment shall be with respect to the fiscal quarter of the Borrower during which the earliest of (x) the Escrow Assumption Date, (y) January 31, 2018 and (z) the date of the termination of the Merger Agreement in accordance with its terms occurs, and such prepayment shall be made on or before the date that is five days after the date on which financial statements are required to be delivered pursuant to Section 5.01(b) with respect to such period.

  • For the avoidance of doubt, the assumption of the Escrow Term Loans on the Escrow Assumption Date shall not be deemed an incurrence of Incremental Revolving Facilities or Incremental Term Facilities pursuant to this Section 2.18.

Related to Escrow Assumption Date

  • Assumption Date has the meaning set forth in Section 9.23 of the Sale and Servicing Agreement.

  • Incremental Assumption Agreement means an Incremental Assumption Agreement in form and substance reasonably satisfactory to the Administrative Agent, among the Borrower, the Administrative Agent and, if applicable, one or more Incremental Term Lenders and/or Incremental Revolving Facility Lenders.

  • Incremental Term Loan Assumption Agreement means an Incremental Term Loan Assumption Agreement in form and substance reasonably satisfactory to the Administrative Agent, among the Borrower, the Administrative Agent and one or more Incremental Term Lenders.

  • Valuation Assumptions means, as of an Early Termination Date, the assumptions that (1) in each Taxable Year ending on or after such Early Termination Date, the Corporate Taxpayer will have taxable income sufficient to fully utilize the deductions arising from the Basis Adjustments and Imputed Interest during such Taxable Year or future Taxable Years (including, for the avoidance of doubt, Basis Adjustments and Imputed Interest that would result from future Tax Benefit Payments that would be paid in accordance with the Valuation Assumptions) in which such deductions would become available, (2) the U.S. federal income tax rates and state and local income tax rates that will be in effect for each such Taxable Year will be those specified for each such Taxable Year by the Code and other law as in effect on the Early Termination Date, (3) any loss carryovers generated by deductions arising from Basis Adjustments, the NOLs or Imputed Interest that are available as of such Early Termination Date will be utilized by the Corporate Taxpayer on a pro rata basis from the Early Termination Date through the scheduled expiration date of such loss carryovers, (4) any non-amortizable assets will be disposed of on the fifteenth anniversary of the applicable Basis Adjustment; provided, that in the event of a Change of Control, such non-amortizable assets shall be deemed disposed of at the time of sale of the relevant asset (if earlier than such fifteenth anniversary), and (5) if, at the Early Termination Date, there are Common Units that have not been Exchanged, then each such Common Unit shall be deemed to be Exchanged for the Market Value of the number of shares of Class A Common Stock and the amount of cash that would be transferred if the Exchange occurred on the Early Termination Date.

  • Closing Day means (a) the Restatement Date and (b) with respect to any Accepted Note, the Business Day specified for the closing of the purchase and sale of such Accepted Note in the Confirmation of Acceptance for such Accepted Note, provided that (i) if the Company and the Purchaser which is obligated to purchase such Accepted Note agree on an earlier Business Day for such closing, the “Closing Day” for such Accepted Note shall be such earlier Business Day, and (ii) if the closing of the purchase and sale of such Accepted Note is rescheduled pursuant to Section 3.2, the Closing Day for such Accepted Note, for all purposes of this Agreement except references to “original Closing Day” in Section 2.7(b), shall mean the Rescheduled Closing Day with respect to such Accepted Note.

  • Loan Closing Date means the date upon which the Loan is made to the Company.

  • Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.

  • Additional Closing Date has the meaning set forth in Section 3.

  • Incremental Facility Closing Date has the meaning set forth in Section 2.14(d).

  • Increased Facility Closing Date any Business Day designated as such in an Increased Facility Activation Notice.

  • First Amendment Closing Date has the meaning assigned to such term in the First Amendment.

  • Applicable Closing Date Has the meaning specified in Section 5.01(b) of this Trust Supplement.

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Incremental Commitment Agreement means each Incremental Commitment Agreement in the form of Exhibit R (appropriately completed) executed and delivered in accordance with Section 2.14.

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Option Closing Date shall have the meaning ascribed to such term in Section 2.2(c).

  • Commitment Transfer Supplement means a document in the form of Exhibit 16.3 hereto, properly completed and otherwise in form and substance satisfactory to Agent by which the Purchasing Lender purchases and assumes a portion of the obligation of Lenders to make Advances under this Agreement.

  • Merger Without Assumption provisions of Section 5(a)(viii) will apply to Party A and will apply to Party B.

  • Delayed Closing Date means the date, set in accordance with section 3, on which the Vendor agrees to Close, in the event the Vendor cannot Close on the Firm Closing Date.

  • Funding Date is any date on which a Credit Extension is made to or for the account of Borrower which shall be a Business Day.

  • Closing Date Term Loan Commitment means, in the case of each Lender that is a Lender on the Closing Date, the amount set forth opposite such Lender’s name on Schedule 1.1(b) as such Lender’s Closing Date Term Loan Commitment. The aggregate amount of the Closing Date Term Loan Commitments as of the Closing Date is $820,000,000.

  • Second Closing Date means the date of the Second Closing.

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.

  • Third Amendment Closing Date has the meaning assigned to such term in the Third Amendment.

  • Acquisition Closing Date means the “Closing Date” as defined in the Acquisition Agreement.

  • Second Amendment Closing Date has the meaning assigned to such term in the Second Amendment.