Final Deficit definition

Final Deficit means the amount, if any, by which (a) the sum of (i) the Net Working Capital Deficit, if any, and (ii) the Cash Deficit, if any, exceeds (b) the sum of (i) the Net Working Capital Surplus, if any, and (ii) the Cash Surplus, if any.
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Final Deficit means the amount, if any, by which (a) the sum of (i) the Net Working Capital Deficit, if any, (ii) the Cash Deficit, if any, (iii) the Indebtedness Deficit, if any, and (iv) the Company Transaction Expenses Deficit, if any, is greater than (b) the sum of (i) the Net Working Capital Surplus, if any, (ii) the Cash Surplus, if any, (iii) the Indebtedness Surplus, if any, and (iv) the Company Transaction Expenses Surplus, if any.
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Final Deficit has the meaning specified in Section 3.3(d).
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Examples of Final Deficit in a sentence

  • For the purpose of the calculations below in (i) and (ii), if there were no Deficit Amount pursuant to Section 2.8(b), the Deficit Amount shall be zero, and if there were no Final Deficit Amount pursuant to the preceding sentence, the Final Deficit Amount shall be zero.

  • Within ten (10) Business Days of the selection of the Accounting Expert, the Acquiror, on the one hand, and Holding and the Holders’ Representative, on the other hand, shall each deliver to the other party and to the Accounting Expert a notice setting forth in reasonable detail their objections and their calculations of the Final Deficit Amount (and the components thereof).

  • If Holding and the Holders’ Representative fail to deliver a Notice of Objection in accordance with this Section 2.8(d), the Acquiror’s calculation of the Final Deficit Amount delivered in accordance with this Section 2.8 shall be conclusive and binding.

  • Holding and the Holders’ Representative shall have sixty (60) days following delivery of the Closing Balance Sheet and the Closing Date Income Statement during which to notify the Acquiror in writing (the “Notice of Objection”) of any objections to the calculation of the Final Deficit Amount (or any component thereof), setting forth in reasonable detail the basis of their objections.

  • The amount of any Final Deficit shall be payable, by Sellers to Purchaser within three (3) days of either the date of the final determination of the Final Closing Statement in accordance with this Section 3.3 (the “Final Determination Date”).

  • If the Final Closing Purchase Price is less than the Estimated Closing Purchase Price (the amount of such difference being the “Final Deficit”), then Parent shall pay or cause to be paid, within three Business Days of the Determination Date, to Buyer an amount equal to such Final Deficit by wire transfer of immediately available funds to one or more accounts designated by Buyer.

  • Absent fraud or manifest error, the Opal Closing Adjustment Amount as set forth in the Opal Closing Estimate Statement shall be used to calculate the issuances and payments to the Opal Sellers at Closing, subject to the Opal Sellers’ indemnification obligations under Section 14.4(b) with respect to any Opal Final Deficit.

  • The amount of any Final Deficit shall be payable, by Sellers to Purchaser by reducing the aggregate principal amount of the Promissory Notes within three (3) days of either the date of the final determination of the Final Closing Statement in accordance with this Section 3.2 (the "Final Determination Date").

  • Absent fraud or manifest error, the Diamond Closing Adjustment Amount as set forth in the Diamond Closing Estimate Statement shall be used to calculate the issuances and payments to the Diamond Sellers at Closing, subject to the Diamond Sellers’ indemnification obligations under Section 14.3 with respect to any Diamond Final Deficit.


More Definitions of Final Deficit

Final Deficit means the amount, if any, by which (a) the sum of (i) the Net Working Capital Deficit, if any, and (ii) the Cash Deficit, if any, exceeds
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Final Deficit means the amount, if any, by which Merger Consideration exceeds Final Calculated Merger Consideration.
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Final Deficit means the negative difference between the consolidated net worth of the Company and the Subsidiaries determined by the Final Special Report and the consolidated net worth of the Company and the Subsidiaries as at Balance Sheet Date; LOSSES means any losses, liabilities, judgments costs, damages or expenses of any kind or nature whatsoever including, without limitation, legal costs;
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Final Deficit means the excess, if any, of (a) the sum of (i) the amount (which shall not be less than zero) by which the Estimated Net Working Capital exceeds the Closing Date Net Working Capital, as finally determined in accordance with Section 3.3, and (ii) the amount (which shall not be less than zero) by which the Estimated Closing Date Cash exceeds the Closing Date Cash, as finally determined in accordance with Section 3.3 over (b) the sum of (i) the amount (which shall not be less than zero) by which the Closing Date Net Working Capital, as finally determined in accordance with Section 3.3, exceeds the Estimated Net Working Capital and (ii) the amount (which shall not be less than zero) by which the Closing Date Cash, as finally determined in accordance with Section 3.3, exceeds the Estimated Closing Date Cash. If the Final Deficit equals an amount that is less than zero Dollars, it shall be deemed to be zero Dollars.
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Final Deficit means the amount, if any, by which (a) the sum of (i) the Net Working Capital Deficit, if any, (ii) the Cash Deficit, if any, (iii) the Indebtedness Deficit, if any, and (iv) the Transaction Expenses Deficit, if any, exceeds (b) the sum of (i) the Net Working Capital Surplus, if any, (ii) the Cash Surplus, if any, (iii) the Indebtedness Surplus, if any, and (iv) the Transaction Expenses Surplus, if any.
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Related to Final Deficit

  • Working Capital Deficit means the amount, if any, by which the Closing Working Capital is less than the Target Working Capital.

  • Principal Deficit Amount means, as of any date of determination, the excess, if any, of (i) the Series 2006-1 Invested Amount on such date (after giving effect to the distribution of the Monthly Total Principal Allocation for the Related Month if such date is a Distribution Date) over (ii) the Series 2006-1 AESOP I Operating Lease Loan Agreement Borrowing Base on such date; provided, however the Principal Deficit Amount on any date occurring during the period commencing on and including the date of the filing by any of the Lessees of a petition for relief under Chapter 11 of the Bankruptcy Code to but excluding the date on which each of the Lessees shall have resumed making all payments of the portion of Monthly Base Rent relating to Loan Interest required to be made under the AESOP I Operating Lease, shall mean the excess, if any, of (x) the Series 2006-1 Invested Amount on such date (after giving effect to the distribution of Monthly Total Principal Allocation for the Related Month if such date is a Distribution Date) over (y) the sum of (1) the Series 2006-1 AESOP I Operating Lease Loan Agreement Borrowing Base on such date and (2) the lesser of (a) the Series 2006-1 Liquidity Amount on such date and (b) the Series 2006-1 Required Liquidity Amount on such date.

  • 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.

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

  • 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:

  • Borrowing Base Deficit means, at any time of determination, the amount, if any, by which (a) the Aggregate Capital at such time, exceeds (b) the Borrowing Base at such time.

  • 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.

  • Nominal Liquidation Amount Deficit means, for any tranche of notes, the Adjusted Outstanding Dollar Principal Amount minus the nominal liquidation amount of that tranche.

  • Lease Deficit Disbursement means an amount drawn under a Multi-Series Letter of Credit pursuant to a Certificate of Lease Deficit Demand.

  • Class B Deficiency Amount is defined in Section 4.1(b).

  • Deficit means an excess of liabilities and reserves of a fund over its assets.

  • Collateral Deficiency Amount With respect to any AB Modified Loan as of any date of determination, the excess of (i) the Stated Principal Balance of such AB Modified Loan (taking into account the related junior note(s) included therein), over (ii) the sum of (in the case of a Loan Combination, solely to the extent allocable to the subject Mortgage Loan) (x) the most recent Appraised Value for the related Mortgaged Property or Mortgaged Properties, plus (y) solely to the extent not reflected or taken into account in such Appraised Value and to the extent on deposit with, or otherwise under the control of, the lender as of the date of such determination, any capital or additional collateral contributed by the related Mortgagor at the time the Mortgage Loan became (and as part of the modification related to) such AB Modified Loan for the benefit of the related Mortgaged Property or Mortgaged Properties (provided, that in the case of an Outside Serviced Mortgage Loan, the amounts set forth in this clause (y) will be taken into account solely to the extent relevant information is received by the Special Servicer), plus (z) any other escrows or reserves (in addition to any amounts set forth in the immediately preceding clause (y)) held by the lender in respect of such AB Modified Loan as of the date of such determination. The Certificate Administrator, the Master Servicer and the Operating Advisor (other than with respect to any Collateral Deficiency Amount calculations that the Operating Advisor is required to review, recalculate and/or verify pursuant to Section 3.29) shall be entitled to conclusively rely on the Special Servicer’s calculation or determination of any Collateral Deficiency Amount.

  • Final Cash has the meaning set forth in Section 3.2(b).

  • Class C Deficiency Amount is defined in Section 4.1(c).

  • 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.

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

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

  • Subordination Depletion Date The Distribution Date preceding the first Distribution Date on which the Class A Percentage (determined pursuant to clause (ii) of the definition thereof) equals or exceeds 100%.

  • 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.

  • Deficit Amount has the meaning set forth in Section 6.02.

  • Overcollateralization Deficiency Amount With respect to any Distribution Date, the amount, if any, by which the Overcollateralization Target Amount exceeds the Overcollateralized Amount on such Distribution Date (assuming that 100% of the Principal Remittance Amount is applied as a principal distribution on such Distribution Date).

  • Allocated Realized Loss Amount With respect to any Distribution Date and any Class of Mezzanine Certificates, the sum of (i) any Realized Losses allocated to such Class of Certificates on such Distribution Date and (ii) the amount of any Allocated Realized Loss Amount for such Class of Certificates remaining unpaid from the previous Distribution Date.

  • Subordination Reduction Amount With respect to any Distribution Date, an amount equal to the lesser of (a) the Excess Subordinated Amount and (b) the Net Monthly Excess Cash Flow.

  • 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.

  • 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.

  • 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.