Final Shortfall definition

Final Shortfall shall have the meaning set forth in Section 1.2 of this Agreement.
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Final Shortfall means the amount, if any, by which (a) the sum of (i) the Working Capital Deficit, if any, (ii) the Cash Deficit, if any, and (iii) the Expense Underpayment, if any, exceeds (b) the sum of (i) the Working Capital Surplus, if any, (ii) the Cash Surplus, if any, and (iii) the Expense Overpayment, if any.
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Final Shortfall means (i) if the Acquirer Notice objects to Company Net Working Capital only, then if Final Net Working Capital is less than the Adjusted Net Working Capital Target, an amount equal to such difference, (ii) if the Acquirer Notice objects to Company Net Cash only, then if the Final Net Cash is less than the Adjusted Net Cash Target, an amount equal to such difference and (iii) if the Acquirer Notice objects to both Company Net Working Capital and Company Net Cash, then if (A) the sum of the Final Net Working Capital plus the Final Net Cash is less than (B) the sum of the Final Net Working Capital Target less Final Net Cash Target, an amount equal to such difference.
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Examples of Final Shortfall in a sentence

  • After the Final Shortfall Amount has been finally determined, Acquirer may exercise the Set-Off Right in respect of such Final Shortfall Amount by delivering notice to Holder of the portion of Final Shortfall Amount for which Acquirer is exercising the Set-Off Right.

  • Information is available and any Board member can attend any subcommittee meeting.

  • In the event there is a shortfall in Impressions as of the end of the Term (a "Final Shortfall"), AOL will provide 1-800-Flowers, as its sole remedy, with advertising placements through "run of service" advertising on the AOL Network which have a total value, based on an advertising rate of [****] per thousand Impressions, equal to the value of the Final Shortfall (determined by multiplying the percentage of Impressions that were not delivered by the total, guaranteed payment provided for below).

  • The Final Shortfall Report shall be final, conclusive and binding on Parent and the Holders, shall be non-appealable and shall not be subject to further review, absent manifest error.

  • In the event there is (or will be in AOL's reasonable judgment) a shortfall in Impressions as of the end of the Initial Term (a "Final Shortfall"), AOL will provide DigitalWork, as its sole remedy, with comparable Impressions (e.g., having similar value or cpm, or being similarly targeted demographically) as reasonably and mutually agreed by the Parties to be so comparable.

  • If the Independent Accountant in the Final Shortfall Report concludes that the Milestone Payment should have not been paid, (i) Parent shall promptly notify the Rights Agent of such determination, and (ii) the Rights Agent shall promptly (and in any event within ten (10) Business Days after the date on which such notification is delivered to the Rights Agent), mail each Holder, by first-class postage prepaid mail, a notification setting forth the Independent Accountant’s determination.

  • In the event such number of Impressions is not delivered within such *** (***) month period, AOL shall refund MP for the Final Shortfall not so delivered in an amount equal to the product of (x) the number of Impressions of the Final Shortfall not delivered, and (y) the Refund Rate.

  • If the Final Merger Consideration is less than the Merger Consideration (such difference, the “Final Shortfall”), then the Indemnifying Holders hereby severally but not jointly indemnify and hold harmless Acquirer without any dispute by the Securityholders’ Agent, for the full amount of: (i) the Final Shortfall; and (ii) all fees, costs and expenses of the Reviewing Accountant to be paid by the Indemnifying Holders pursuant to Section 1.6(g)(ii) or Section 1.6(g)(iii), if any.

  • Final Shortfall" shall have the meaning set forth in Section 1.2 of this Agreement.

  • In the event there is (or will be in AOL's reasonable judgment) a shortfall in Impressions as of the end of the Initial Term (a "Final Shortfall"), AOL will provide MP, as its sole remedy, with advertising placements on the AOL Network which have a total value, based on AOL's then-current advertising rate card, equal to the value of the Final Shortfall (determined by multiplying the percentage of Impressions that were not delivered by the total, guaranteed payment provided for below).


More Definitions of Final Shortfall

Final Shortfall means the amount, if any, by which (a) the sum of (i) the Net Working Capital Shortfall Amount, if any, and (ii) the Cash Shortfall Amount, if any, exceeds (b) the sum of (i) the Net Working Capital Surplus Amount, if any, and (ii) the Cash Surplus Amount, if any.
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Final Shortfall means the amount, if any, by which the Estimated Merger Consideration exceeds the Merger Consideration as determined pursuant to Section 3.6(e).
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Final Shortfall shall have the meaning set forth in Section --------------- 1.2 of this Agreement. Impression. User exposure to the applicable Promotion, as such exposure may be ---------- reasonably determined and measured by AOL in accordance with its standard methodologies and protocols.
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Final Shortfall shall have the meaning set forth in Section 1.2 of this Agreement. FULL SERVICE HOME IMPROVEMENT PARTNER. Any online provider of home improvement products and services (e.g., lawn mowers, paint supplies, power tools, or other home appliances), provided that such Full Service Home Improvement Partner also may sell gardening tools and supplies, fertilizer, seeds, plants, etc.
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Final Shortfall. 2.6(g) “Financial Statements” 3.4(a) “Foreign Plan” 3.12(a) “Indemnifiable Damages” 10.1(a) “Indemnified Person” 10.1(a)
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Final Shortfall has the meaning set forth in Section 2.5(g)(i).
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Related to Final Shortfall

  • Principal Shortfall For any Distribution Date, the amount, if any, by which (i) the Principal Distribution Amount for the preceding Distribution Date exceeds (ii) the aggregate amount actually distributed with respect to principal on the Non-Vertically Retained Principal Balance Certificates on such preceding Distribution Date in respect of such Principal Distribution Amount.

  • Series Principal Shortfall means with respect to any Transfer Date, the excess, if any, of (a) (i) with respect to any Transfer Date relating to the Controlled Accumulation Period, the Controlled Deposit Amount for such Transfer Date, and (ii) with respect to any Transfer Date during the Rapid Amortization Period, the Adjusted Investor Interest over (b) the Investor Principal Collections minus the Reallocated Principal Collections for such Transfer Date.

  • Principal Shortfalls shall have the meaning specified in Section 4.04.

  • Class A Note Principal Shortfall means, as of the close of any distribution date, the excess of: • the Class A Noteholders’ Principal Distribution Amount on that distribution date, over • the amount of principal actually distributed or allocated to the class A noteholders or deposited into the accumulation account on that distribution date.

  • Finance Charge Shortfall shall have the meaning specified in Section 4.09.

  • Daily Principal Shortfall means, on any date of determination, the excess of the Group One Monthly Principal Payment for the Monthly Period relating to such date over the month to date amount of Collections processed in respect of Principal Receivables for such Monthly Period allocable to investor certificates of all outstanding Series in Group One, not subject to reallocation, which are on deposit or to be deposited in the Principal Account on such date.

  • Class B Note Principal Shortfall means, as of the close of any distribution date, the excess of: • the Class B Noteholders’ Principal Distribution Amount on that distribution date, over • the amount of principal actually distributed to the class B noteholders on that distribution date.

  • Available Funds Shortfall As defined in Section 3.03(b)(ii)(A).

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

  • Collateral Shortfall Amount is defined in Section 8.1.

  • Cumulative Series Principal Shortfall means the sum of the Series Principal Shortfalls (as such term is defined in each of the related Series Supplements) for each Series in Group One.

  • Class A-P Collection Shortfall With respect to the Cash Liquidation or REO Disposition of a Discount Mortgage Loan and any Distribution Date, the excess of the amount described in Section 4.02(b)(i)(C)(1) over the amount described in Section 4.02(b)(i)(C)(2).

  • Matured Principal Shortfall means, with respect to any Distribution Date and for any Class of Notes which would have a remaining principal balance greater than zero on such Distribution Date, after taking into account the payment of all other principal amounts to such Class on such Distribution Date and as to which such Distribution Date is either the Final Scheduled Distribution Date for such Class, or a Distribution Date subsequent to such Final Scheduled Distribution Date, the remaining principal balance of such Class on such Distribution Date after taking into account the payment of all other principal amounts to such Class on such Distribution Date.

  • Available Funds Shortfall Amount means, as of any Payment Date, the amount, if any, by which the aggregate amount required to be paid pursuant to clauses first through twelfth of Section 4.4(a) of the Sale and Servicing Agreement exceeds the Available Funds for such Payment Date.

  • Accumulation Shortfall shall initially mean zero and shall thereafter mean, with respect to any Monthly Period during the Controlled Accumulation Period, the excess, if any, of the Controlled Deposit Amount for the previous Monthly Period over the amount deposited into the Principal Funding Account pursuant to subsection 4.9(c)(i) with respect to the Certificates for the previous Monthly Period.

  • Excess Overcollateralization Amount With respect to any Distribution Date, the excess, if any, of (a) the Overcollateralization Amount on such Distribution Date over (b) the Required Overcollateralization Amount for such Distribution Date.

  • Class A Note Interest Shortfall means, for any distribution date, the excess of: • the Class A Noteholders’ Interest Distribution Amount on the preceding distribution date, over • the amount of interest actually distributed to the class A noteholders on that preceding distribution date, plus interest on the amount of that excess, to the extent permitted by law, at the interest rate applicable for each related class of notes from that preceding distribution date to the current distribution date.

  • 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).

  • Note Interest Shortfall means, for a Class and a Payment Date, an amount equal to the excess, if any, of the Accrued Note Interest for the prior Payment Date for the Class over the amount of interest that was paid to the Noteholders of that Class on the prior Payment Date, together with interest on the excess amount, to the extent lawful, at the Note Interest Rate for the Class for that Interest Period.

  • Targeted Overcollateralization Amount means, for a Payment Date, an amount equal to:

  • Required Overcollateralization Amount With respect to any Distribution Date, (a) prior to the Stepdown Date, an amount equal to 1.80% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, (b) on or after the Stepdown Date if a Trigger Event is not in effect, the greater of (i) an amount equal to 3.60% of the aggregate outstanding Stated Principal Balance of the Mortgage Loans after giving effect to distributions made on that Distribution Date and (ii) the Overcollateralization Floor and (c) on or after the Stepdown Date if a Trigger Event is in effect, an amount equal to the Required Overcollateralization Amount from the immediately preceding Distribution Date. The Required Overcollateralization Amount may be reduced so long as written confirmation is obtained from each Rating Agency that such reduction shall not reduce the ratings assigned to any Class of Certificates by such Rating Agency below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency. Residential Funding: Residential Funding Corporation, a Delaware corporation, in its capacity as seller of the Mortgage Loans to the Depositor and any successor thereto.

  • Deficiency Amount shall have the meaning set forth for such term in Section 4.03(a) hereof. “Department” shall mean the South Carolina Department of Revenue.

  • Target Overcollateralization Amount means, with respect to any Payment Date, 3.00% of the Adjusted Pool Balance as of the Cut-off Date. Notwithstanding the foregoing, the Target Overcollateralization Amount shall not exceed the Adjusted Pool Balance on such Payment Date.

  • Specified Overcollateralization Amount means for any Distribution Date, the greater of:

  • Class B Note Interest Shortfall means, for any distribution date, the excess of: • the Class B Noteholders’ Interest Distribution Amount on the preceding distribution date, over • the amount of interest actually distributed to the class B noteholders on that preceding distribution date, plus interest on the amount of that excess, to the extent permitted by law, at the class B note interest rate from that preceding distribution date to the current distribution date.

  • Excess Overcollateralized Amount With respect to the Class A Certificates and the Mezzanine Certificates and any Distribution Date, the excess, if any, of (i) the Overcollateralized Amount for such Distribution Date (calculated for this purpose only after assuming that 100% of the Principal Remittance Amount on such Distribution Date has been distributed) over (ii) the Overcollateralization Target Amount for such Distribution Date.