Fixed Charge Agreement definition

Fixed Charge Agreement means the fixed charge agreement concluded in the form of a notarial deed dated 29 January 2010, as amended on 4 May 2010 and on 16 November 2010 between the Chargor and the Chargee.
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Fixed Charge Agreement means the Fixed Charge Agreement dated August 3, 2017 between the Chargor and the Common Collateral Agent in respect of the share capital of the Issuer.
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Fixed Charge Agreement means the Fixed Charge Agreement to be entered into on or before October 18, 2021 between the Chargor and the Collateral Agent in respect of the share capital of the Issuer.
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Examples of Fixed Charge Agreement in a sentence

  • The provisions of clause 7 (Remedies and waivers), clause 8 (Severability), clause 12 (Notices) and clause 14 (Jurisdiction) of the Fixed Charge Agreement shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in those clauses to “this Agreement” are references to this Agreement.

  • The provisions of the Fixed Charge Agreement shall, save as amended by this Agreement, continue in full force and effect.

  • Unless otherwise defined in this Deed, terms capitalized herein shall have the meanings assigned to them in the Amended and Restated Credit Agreement, and where not defined therein, shall have the meanings assigned to them in the Fixed Charge Agreement, as applicable.

  • The Chargor hereby confirms for the benefit of the Collateral Agent (in its capacity as collateral agent for the benefit of the Secured Parties) that it approves the terms of and the transactions contemplated by the Fixed Charge Agreement and ratifies, acknowledges and confirms the terms thereof and except as otherwise modified herein, the Fixed Charge Agreement shall continue in full force and effect in accordance with the terms hereof and thereof, which terms are incorporated herein by reference.

  • In the event of any inconsistency or conflict between the terms of the Fixed Charge Agreement and the Amended and Restated Credit Agreement, the Amended and Restated Credit Agreement shall govern in all cases.

  • Unless otherwise defined in this Deed, terms defined in the Fixed Charge Agreement shall have the same meaning when used in this Deed.

  • The Lender may set-off any obligation owed to them by the Company under this Agreement, the Floating Charge Agreement, the Fixed Charge Agreement or the Warrant (together, the “Transaction Documents”) against any obligation owed by the Lender to the Company, regardless of the place of payment, booking branch or currency of either obligation, upon giving the Company seven (7) days’ prior written notice.

  • The provisions of the Original Fixed Charge Agreement shall, save as amended by this Agreement, continue in full force and effect.

  • The Parties agree that any filing to be made with any authority under this Agreement will serve for the sole purpose of administering the amendment to the Fixed Charge Agreement, and shall not serve for the purpose of any re-registration of the Fixed Charge.

  • Repayment of the Obligations is secured by, among other property, (a) the Collateral, and (b) the Pledged Assets as defined in a certain Debenture Fixed Charge Agreement dated as of March 21, 2012, between Borrower and Bank, as amended by a certain Amendment to the Debenture Fixed Charge Agreement dated as of April 25, 2013 (as amended, the “Debenture”) (together with any other collateral security granted to Bank, the “Security Documents”).

Related to Fixed Charge Agreement

  • Fixed Charge , in relation to a tenancy, means—

  • Fixed Charge Ratio means, as of any date of determination, the quotient (expressed as a percentage) of (a) Consolidated EBITDA, divided by (b) Consolidated Fixed Charges.

  • FIXED CHARGE PER MONTH means the fixed charge per month payable by company which is inclusive of depreciation, parking fee if applicable, all applicable taxes & duties including VAT, insurances, wages and other emoluments of Operator/Driver(s) / Helper(s) /Jugalees and other operation staff/crew excluding GST.

  • Fixed Charge Coverage means, for any period, Operating Cash Flow divided by Fixed Charges.

  • Retail charge agreement means that term as defined in section 2 of the retail installment sales act, MCL 445.852.

  • Fixed Charge Coverage Ratio means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period. In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

  • Fixed Charges means, with respect to any specified Person for any period, the sum, without duplication, of:

  • Consolidated Fixed Charge Ratio means, with respect to the Borrower and its Subsidiaries for the Four-Quarter Period ending on the date of computation thereof, the ratio of (a) Consolidated EBITDAR to (b) Consolidated Fixed Charges;

  • Consolidated Fixed Charge Coverage Ratio means, with respect to any Person, the ratio of Consolidated EBITDA of such Person during the four full fiscal quarters (the “Four-Quarter Period”) ending prior to the date of the transaction giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio for which internal financial statements are available (the “Transaction Date”) to Consolidated Fixed Charges of such Person for the Four-Quarter Period. In addition to, and without limitation of, the foregoing, for purposes of this definition, “Consolidated EBITDA” and “Consolidated Fixed Charges” shall be calculated after giving effect on a pro forma basis for the period of such calculation to (i) the incurrence or repayment of any Indebtedness or the issuance of any Designated Preferred Stock of such Person or any of its Restricted Subsidiaries (and the application of the proceeds thereof) giving rise to the need to make such calculation and any incurrence or repayment of other Indebtedness or the issuance or redemption of other Preferred Stock (and the application of the proceeds thereof), other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to revolving credit facilities, occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction Date, as if such incurrence or repayment or issuance or redemption, as the case may be (and the application of the proceeds thereof), had occurred on the first day of the Four-Quarter Period; and (ii) any Asset Sales or other dispositions or Asset Acquisitions (including any Asset Acquisition giving rise to the need to make such calculation as a result of such Person or one of its Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming or otherwise being liable for Acquired Indebtedness and also including any Consolidated EBITDA attributable to the assets which are the subject of the Asset Acquisition or Asset Sale or other disposition and without regard to clause (vi) of the definition of Consolidated Net Income), investments, mergers, consolidations and disposed operations (as determined in accordance with GAAP) occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction Date, as if such Asset Sale or other disposition or Asset Acquisition (including the incurrence or assumption of any such Acquired Indebtedness), investment, merger, consolidation or disposed operation, occurred on the first day of the Four-Quarter Period. If such Person or any of its Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a third Person, the preceding sentence shall give effect to the incurrence of such guaranteed Indebtedness as if such Person or any Restricted Subsidiary of such Person had directly incurred or otherwise assumed such other Indebtedness that was so guaranteed.

  • Fixed Charges Coverage Ratio means, at any time, the ratio of (a) Consolidated Income Available for Fixed Charges for the period of four consecutive fiscal quarters ending on, or most recently ended prior to, such time to (b) Fixed Charges for such period of four consecutive fiscal quarters.

  • Wage Agreement means the National Bituminous Coal Wage Agreement of 1988, as amended from time to time and any successor agreement.

  • Guarantor Security Agreement means any security agreement executed by any Guarantor in favor of Agent securing the Obligations or the Guaranty of such Guarantor, in form and substance satisfactory to Agent.

  • Consolidated Senior Secured Leverage Ratio means, as of any date of determination, the ratio of (a) Consolidated Total Senior Secured Indebtedness on such date to (b) the sum, without duplication, of (i) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending on or immediately prior to such date plus (ii) the amount of Specified Non-Recurring Charges taken during the period of four (4) consecutive fiscal quarters ending on or immediately prior to such date.

  • Consolidated Senior Secured Net Leverage Ratio means as of any date of determination the ratio, on a Pro Forma Basis, of (a) Consolidated Senior Secured Indebtedness as of such date to (b) Consolidated EBITDA for the most recently completed Test Period.

  • Holdings Pledge Agreement means the Pledge Agreement of even date herewith executed by Holdings in favor of Agent, on behalf of itself and Lenders, pledging all Stock of Borrower.

  • Parent Pledge Agreement means the parent pledge agreement dated as of the Effective Date executed in favor of the Administrative Agent, for the benefit of the Secured Parties, by the Borrower, as amended or modified from time to time in accordance with the terms hereof.

  • Company Security Agreement means the Company Security Agreement executed and delivered by Company on the Closing Date, substantially in the form of Exhibit XIV annexed hereto, as such Company Security Agreement may thereafter be amended, supplemented or otherwise modified from time to time.

  • Proceeds Account Pledge Agreement means the pledge agreement entered into between the Issuer and the Agent on or prior to the First Issue Date in respect of a first priority pledge over the Proceeds Account and all funds held on the Proceeds Account from time to time, granted in favour of the Agent and the Bondholders (represented by the Agent).

  • Secured Cash Management Agreement means any Cash Management Agreement that is entered into by and between any Credit Party and any Cash Management Bank.

  • Consolidated Fixed Charges means, with respect to any Person for any period, the sum, without duplication, of:

  • ABL Security Agreement means the Security Agreement (as defined in the ABL Credit Agreement).

  • Permitted Lock-Up Agreement means an agreement (the “Lock-up Agreement”) between a Person and one or more holders of Voting Shares (each holder referred to herein as a “Locked-up Person”), the terms of which are publicly disclosed and a copy of which is made available to the public, including the Corporation, pursuant to which such holders agree to deposit or tender Voting Shares to a Take-over Bid (the “Lock-up Bid”) made by the Person or any of such Person’s Affiliates or Associates or any other Person referred to in clause (iii) of the definition of Beneficial Owner, whether such Lock-up Bid is made before or after the Lock-up Agreement is signed, provided that: (i) the Lock-up Agreement permits the Locked-up Person to terminate its agreement to deposit or tender to or to not withdraw Voting Shares from the Lock-up Bid in the event a “Superior Offer” is made to the Locked-up Person. For purposes of this subsection, a “Superior Offer” is any Take-over Bid, amalgamation, arrangement or similar transaction pursuant to which the cash equivalent value of the consideration per share to be received by holders of the Voting Shares under such transaction (the “Superior Offer Consideration”) is greater than the cash equivalent value per share to be received by holders of Voting Shares under the Lock-up Bid (the “Lock-up Bid Consideration”). Notwithstanding the foregoing, the Lock-up Agreement may require that the Superior Offer Consideration must exceed the Lock-up Bid Consideration by a specified percentage before such termination rights take effect, provided such specified percentage is not greater than 7%. For greater clarity, the Lock-up Agreement may contain a right of first refusal or require a period of delay to give the Person who made the Lock-up Bid an opportunity to match a higher price in another Take-over Bid or transaction or similar limitation on the Locked-up Person’s right to withdraw Voting Shares from the agreement, so long as the limitation does not preclude the exercise by the Locked-up Person of the right to withdraw Voting Shares during the period of the other Take-over Bid or transaction; and (ii) no “break-up” fees, “top-up” fees, penalties, expenses, or other amounts that exceed, in the aggregate, the greater of:

  • Escrow Account Pledge Agreement means the pledge agreement entered into between the Issuer and the Agent in respect of a first priority pledge over the Escrow Account and all funds held on the Escrow Account from time to time, granted in favour of the Noteholders.

  • Net Charge-Offs means, with respect to any period, an amount equal to the aggregate amount of Charge-Offs for such period less the amount of Recoveries for such period.

  • Amalgamation Agreement means the Amalgamation Agreement dated as of June 26, 2020 among Cybin, Clarmin and Subco relating to the Amalgamation, as amended on October 21, 2020, a copy of which is available under the Company’s profile on the SEDAR website at www.sedar.com.

  • Consolidated Senior Secured Net Debt means, as of any date of determination, “Consolidated Total Net Debt” outstanding on such date that is secured by a first priority Lien on the assets of the Lead Borrower and its Restricted Subsidiaries.