Excess Cash Flow Purchase Price definition

Excess Cash Flow Purchase Price in accordance with the terms of this Indenture. If the Excess Cash Flow Purchase Price for the Notes validly tendered and not withdrawn by Holders thereof in an Excess Cash Flow Offer exceeds the Excess Cash Flow Amount for such Excess Cash Flow Offer, the Notes will be purchased in such Excess Cash Flow Offer on a pro rata basis. If the Excess Cash Flow Amount for an Excess Cash Flow Offer exceeds the aggregate Excess Cash Flow Purchase Price of Notes that are validly tendered and not withdrawn by Holders thereof in such Excess Cash Flow Offer (any such excess from any Excess Cash Flow Offer shall be referred to as an “Offer Excess Amount”), the Issuer may use any Offer Excess Amount for any purpose not prohibited by this Indenture. The Issuer will not be required to make an Excess Cash Flow Offer if the Excess Cash Flow for any year is less than $5 million; provided that any such lesser amount of Excess Cash Flow (if positive) will be added to the Excess Cash Flow for each subsequent fiscal year until an Excess Cash Flow Offer is made. The Issuer will not be required to make the payment under an Excess Cash Flow Offer if there is an event of default under any Credit Facility either before or immediately after giving effect to the the payment under Excess Cash Flow Offer. On any date that a Excess Cash Flow Offer is required to be made (or if such date is not a Business Day, the succeeding Business Day) the Issuer will mail notice to each Holder, offering to purchase Notes on the date (the “Excess Cash Flow Payment Date”) specified in such notice, which date shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures described below. Such notice shall state:
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Excess Cash Flow Purchase Price shall have the meaning set forth in Section 4.29.
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Excess Cash Flow Purchase Price. 4.15 "Excess Proceeds" 4.13 "Guarantee Obligations" 10.1 "incur" or "incurrence" 4.7 "Incurrence Date" 4.7 "Investment Company Act" 4.18 "Legal Defeasance" 8.2 "LSE" 2.3 "Mandatory Redemption" 3.8 "Mandatory Redemption Date" 3.8 "Mandatory Redemption Price" 3.8 "Original Credit Agreement" 1.1 Credit Agreement "Paying Agent" 2.3 "Payment Notice" 11.2 "Payment Blockage Period" 11.2 "Payment Default" 11.2 "Refinancing" 1.1 Refinancing Indebtedness "Registrar" 2.3 "Secured Proceeds Account" 3.8 "Transaction Date" 1.1 Consolidated Coverage Ratio "Triggering Event" 3.8
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Examples of Excess Cash Flow Purchase Price in a sentence

  • If the aggregate Excess Cash Flow Purchase Price of the Notes tendered pursuant to any Excess Cash Flow Offer exceeds the lesser of the Excess Cash Flow Offer Amount or the Permitted Excess Cash Flow Payment with respect thereto, the Trustee shall select the Notes to be purchased on a pro rata basis.

  • To the extent that the aggregate Excess Cash Flow Purchase Price of the Notes tendered pursuant to any Excess Cash Flow Offer is less than the lesser of the Excess Cash Flow Offer Amount or the Permitted Excess Cash Flow Payment with respect thereto, the Issuers may use any remaining Excess Cash Flow for any purpose not otherwise prohibited by this Indenture.

  • If the aggregate Excess Cash Flow Purchase Price of Notes tendered pursuant to any Excess Cash Flow Offer is greater than the Permitted Excess Cash Flow Amount with respect to such offer (such different, the “Excess Cash Flow Payment Shortfall”), then the Issuers shall deposit into and retain in a segregated restricted cash account cash equal to the Excess Cash Flow Payment Shortfall.

  • If the Excess Cash Flow Purchase Price for the Notes validly tendered and not withdrawn by Holders thereof in an Excess Cash Flow Offer exceeds the Excess Cash Flow Amount for such Excess Cash Flow Offer, the Notes will be purchased in such Excess Cash Flow Offer on a pro rata basis.

  • If the Excess Cash Flow Amount for an Excess Cash Flow Offer exceeds the aggregate Excess Cash Flow Purchase Price of Senior Notes that are validly tendered and not withdrawn by Holders thereof in such Excess Cash Flow Offer (any such excess from any Excess Cash Flow Offer shall be referred to as an “Offer Excess Amount”), the Parent may use such excess for any purpose not prohibited by the Indenture.

  • If the Excess Cash Flow Amount for an Excess Cash Flow Offer exceeds the aggregate Excess Cash Flow Purchase Price of Notes that are validly tendered and not withdrawn by Holders thereof in such Excess Cash Flow Offer, the Issuer may use such excess for any purpose not prohibited by this Indenture.

  • Upon the expiration of that period, the Company shall promptly (and in any event within three Business Days following such expiration) apply the applicable Excess Cash Flow Amount plus accrued and unpaid interest and Additional Interest, if any, thereon to the purchase of all Notes and any such other pari passu Indebtedness validly tendered pursuant to an Excess Cash Flow Offer for the Excess Cash Flow Purchase Price.

  • No later than three Business Days after the termination of such Excess Cash Flow Offer, the Issuers shall apply the lesser of the Excess Cash Flow Offer Amount or Permitted Excess Cash Flow Payment to the purchase of all Notes tendered at the Excess Cash Flow Purchase Price.

  • To the extent that the aggregate Excess Cash Flow Purchase Price of the Notes tendered pursuant to any Excess Cash Flow Offer is less than the Excess Cash Flow Offer Amount or the Permitted Excess Cash Flow Payment with respect thereto, as applicable, the Issuers may use any remaining Excess Cash Flow for any purpose not otherwise prohibited by this Indenture.

  • The Company shall pay interest on overdue principal, Change of Control Purchase Price and Excess Cash Flow Purchase Price (including post-petition interest in a proceeding under any Bankruptcy Law) and overdue interest, to the extent lawful, at the rate specified in the Notes.


More Definitions of Excess Cash Flow Purchase Price

Excess Cash Flow Purchase Price. Excess Proceeds" 4.13 "Guarantee Obligations" 10.1 "incur" or "incurrence" 4.7 "Incurrence Date" 4.7
Sample 1

Related to Excess Cash Flow Purchase Price

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.

  • Excess Cash Flow Payment Date means the date occurring 90 days after the last day of a fiscal year of the Parent (commencing with its fiscal year ending December 31, 2000).

  • Retained Excess Cash Flow Amount means, at any date of determination, an amount, determined on a cumulative basis, that is equal to the aggregate cumulative sum of the Excess Cash Flow that is not required to be applied as a mandatory prepayment under Section 2.11(b)(i) for all Excess Cash Flow Periods ending after the Closing Date and prior to such date; provided that such amount shall not be less than zero for any Excess Cash Flow Period.

  • Excess Cash Flow Percentage 50%; provided that the Excess Cash Flow Percentage shall be reduced to (a) 25% if the Consolidated Total Leverage Ratio as of the last day of the relevant fiscal year is not greater than 3.75 to 1.00 and (b) to 0% if the Consolidated Total Leverage Ratio as of the last day of the relevant fiscal year is not greater than 2.25 to 1.00.

  • Cash Flow Distribution Amount As to any calendar month, the aggregate amount of principal distributable in respect of the Mortgage Securities in such calendar month.

  • Excess Cash Flow means, for any period, an amount equal to the excess of:

  • Net Monthly Excess Cash Flow For any Distribution Date the amount remaining for distribution pursuant to subsection 4.02(a)(iii) (before giving effect to distributions pursuant to such subsection).

  • Excess Cash Flow Period means each fiscal year of the Borrower, commencing with the fiscal year of the Borrower ending on December 31, 2016.

  • Excess Cash Flow Payment Period means, with respect to the repayment required on each Excess Cash Flow Payment Date, the immediately preceding fiscal year of the Borrower.

  • Net Monthly Excess Cashflow With respect to each Distribution Date, the sum of (a) any Overcollateralization Release Amount for such Distribution Date and (b) the excess of (x) Available Funds for such Distribution Date over (y) the sum for such Distribution Date of (A) the Monthly Interest Distributable Amounts for the Class A Certificates and the Mezzanine Certificates, (B) the Unpaid Interest Shortfall Amounts for the Class A Certificates and (C) the Principal Remittance Amount.

  • Monthly Excess Cashflow For any Distribution Date, an amount equal to the sum of the Monthly Excess Interest and Overcollateralization Release Amount, if any, for such date.

  • Cumulative Excess Cash Flow means the sum of Excess Cash Flow (but not less than zero in any period) for the fiscal year ending on December 31, 2013 and Excess Cash Flow for each succeeding completed fiscal year.

  • Excess Cash Payment Date means the date occurring 95 days after the last day of each Fiscal Year of Holdings (commencing with the Fiscal Year of Holdings ended December 31, 2010).

  • Cumulative Retained Excess Cash Flow Amount means, at any date, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to the aggregate cumulative sum of the Retained Percentage of Excess Cash Flow for all Excess Cash Flow Periods ending after the Closing Date and prior to such date.

  • Retained Excess Cash Flow means, at any date of determination, an amount, equal to the aggregate cumulative sum of the Retained Percentage of Excess Cash Flow for the Excess Cash Flow Periods ended on or prior to such date.

  • Excess Cash all cash and Cash Equivalents of the Borrower and its Subsidiaries at such time determined on a consolidated basis in accordance with GAAP in excess of $25,000,000.

  • Excess Cash Flow Application Date as defined in Section 2.12(c).

  • Net Loss Proceeds means, with respect to any Event of Loss, the proceeds in the form of (a) cash or Cash Equivalents and (b) insurance proceeds, condemnation awards or damages awarded by any judgment, in each case received by the Company from such Event of Loss net of:

  • Excess Cashflow With respect to any Distribution Date, an amount, if any, equal to the sum of (a) the Remaining Excess Spread for such Distribution Date and (b) the Overcollateralization Release Amount for such Distribution Date.

  • Forward Price Reduction Amount For each Forward Price Reduction Date, the Forward Price Reduction Amount set forth opposite such date on Schedule I. Shares: Common stock, USD 0.01 par value per share, of Party B (also referred to herein as the “Issuer”) (Exchange identifier: “VICI”). Exchange: New York Stock Exchange. Related Exchange(s): All Exchanges. Clearance System: DTC. Calculation Agent: Party A.

  • VWAP Purchase Price means the lesser of (i) the Closing Sale Price on the VWAP Purchase Date; or (ii) ninety-seven percent (97%) of volume weighted average price for the Common Stock traded on the Principal Market during normal trading hours on (A) the VWAP Purchase Date if the aggregate shares traded on the Principal Market on the VWAP Purchase Date have not exceeded the VWAP Purchase Share Volume Maximum and the Sale Price of Common Stock has not fallen below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), or (B) the portion of the VWAP Purchase Date until such time as the sooner to occur of (1) the time at which the aggregate shares traded on the Principal Market has exceeded the VWAP Purchase Share Volume Maximum, or (2) the time at which the Sale Price of Common Stock falls below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Available Spread Account Amount means, for any Transfer Date, an amount equal to the lesser of (a) the amount on deposit in the Spread Account (exclusive of Investment Earnings on such date and before giving effect to any deposit to, or withdrawal from, the Spread Account made or to be made with respect to such date) and (b) the Required Spread Account Amount, in each case on such Transfer Date.

  • VWAP Purchase Amount means, with respect to any particular VWAP Purchase Notice, the portion of the Available Amount to be purchased by the Buyer pursuant to Section 1(c) hereof pursuant to a valid VWAP Purchase Notice which requires the Buyer to buy the VWAP Purchase Share Percentage of the aggregate shares traded on the Principal Market during normal trading hours on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum, subject to the VWAP Minimum Price Threshold.

  • Excess Cash Flow Interim Period means, (x) during any Excess Cash Flow Period, any one, two, or three-quarter period (a) commencing on the later of (i) the end of the immediately preceding Excess Cash Flow Period and (ii) if applicable, the end of any prior Excess Cash Flow Interim Period occurring during the same Excess Cash Flow Period and (b) ending on the last day of the most recently ended fiscal quarter (other than the last day of the fiscal year) during such Excess Cash Flow Period for which financial statements are available and (y) during the period from the Closing Date until the beginning of the first Excess Cash Flow Period, any period commencing on the Closing Date and ending on the last day of the most recently ended fiscal quarter for which financial statements are available.

  • Combined Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • M&O Amount means the revenue protection payment required as part of this Agreement as set out in TEXAS EDUCATION CODE Section 48.256(d) and shall have the meaning assigned to such term in Section 4.2 of this Agreement.