Material Project EBITDA Adjustment definition

Material Project EBITDA Adjustment means, with respect to each Material Project:

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Material Project EBITDA Adjustment means, with respect to each Material Project of the Borrower or a Restricted Subsidiary:

Material Project EBITDA Adjustment has the meaning assigned to such term in clause (b) of the definition of the term “Consolidated EBITDA”.

Examples of Material Project EBITDA Adjustment in a sentence

To include Combined Material Project EBITDA Adjustments for purposes of the Leverage Ratio set forth in Section 8.1, the Loan Parties shall deliver to the Administrative Agent, at least 60 days prior to the date on which the Loan Parties expect to include any Combined Material Project EBITDA Adjustment for purposes of calculating the Leverage Ratio, projections in reasonable detail setting forth such Combined Material Project EBITDA Adjustment for each of the following four consecutive fiscal quarters.
The Administrative Agent shall notify the Borrower Representative no later than 30 days after receipt of such projections as to whether any proposed Combined Material Project EBITDA Adjustment is approved.
The Administrative Agent shall promptly deliver to the Lenders copies of any projections it receives setting forth any proposed Combined Material Project EBITDA Adjustment, and the Administrative Agent shall notify the Lenders of whether any proposed Combined Material Project EBITDA Adjustment is approved, promptly after notifying the Borrower Representative thereof.
The Administrative Agent shall promptly deliver to the Lenders copies of any projections it receives setting forth any proposed Combined Material Project EBITDA Adjustment, and the Administrative Agent shall notify the Lenders of whether any proposed Combined Material Project EBITDA Adjustment has been approved, promptly after receipt of notice from the Guarantor Representative thereof.
Notwithstanding anything to the contrary herein, the Borrowers and their Subsidiaries shall not be required to deliver feasibility studies, engineering assessments, updated status reports or information concerning Capital Expenditures or pre-delivery of any Material Project EBITDA Adjustment for any Material Project that is not a Capital Project.

More Definitions of Material Project EBITDA Adjustment

Material Project EBITDA Adjustment means an amount determined by Borrower and approved by Administrative Agent (such approval not to be unreasonably conditioned, delayed or withheld) equal to projected Non-Consolidated EBITDA of Borrower in respect of a Material Project (including dividends and distributions projected to be paid in Cash or Cash Equivalents to Borrower and payments projected to be received in Cash or Cash Equivalents by Borrower in repayment of good-faith loans made by Borrower) attributable to such Material Project for the first 12-month period following the projected commercial operation date of such Material Project (determined based on customer contracts relating to such Material Project, projected revenues from such contracts, capital costs and expenses, the projected commercial operation date, commodity price assumptions and other reasonable factors deemed appropriate by Administrative Agent (other than uncontracted customer cash flows, which shall not be deemed appropriate)); provided, that if the applicable actual commercial operation date does not occur by the guaranteed substantial completion date (or if there is no guaranteed substantial completion date, the latest scheduled completion date) set forth in the applicable project construction contract (as such date may be extended on a day-for-day basis due to a declared force majeure event permitted thereunder (and not for any other reason) so long as such extension could not reasonably be expected to result in the termination of any customer contracts (as so extended, the “Completion Date”)), the foregoing amount shall be reduced, for Fiscal Quarters ending after the Completion Date to (but excluding) the first full Fiscal Quarter after such actual commercial operation date, by the following percentage amounts depending on the period of delay (based on the actual period of delay or the then-estimated delay based on the reasonable determination of Borrower at the time of measurement and reasonably agreed by the applicable project independent engineer, whichever is longer): (i) 90 days or less, 0%, (ii) longer than 90 days, but not more than 180 days, 25%, (iii) longer than 180 days, but not more than 270 days, 50%, (iv) longer than 270 days but not more than 365 days, 75%, and (v) longer than 365 days, 100%. On and after the actual commercial operation date, if the actual Non-Consolidated EBITDA of Borrower (including dividends and distributions projected to be paid in Cash or Cash Equivalents to Borrower and paymen...

Material Project EBITDA Adjustment is defined in the definition of “EBITDA” in this Section 1.1.

Material Project EBITDA Adjustment means, with respect to each Material Project of the Borrower, a Restricted Subsidiary, Maurepas Holdings or any of its Subsidiaries:

Material Project EBITDA Adjustment means, with respect to each Material Project of the Company or a Restricted Subsidiary:

Material Project EBITDA Adjustment contained in Section 1.01 of the Credit Agreement shall be amended as indicated below:

Material Project EBITDA Adjustment. Insolvency Proceeding: any case or proceeding commenced by or against a Person under any state, federal or foreign law for, or any agreement of such Person to, (a) the entry of an order for relief under the Bankruptcy Code, or any other insolvency, debtor relief or debt adjustment law; (b) the appointment of a receiver, trustee, liquidator, administrator, conservator or other custodian for such Person or any part of its Property; or (c) an assignment or trust mortgage for the benefit of creditors. Intellectual Property: all Patents, Copyrights, Trademarks, IP Agreements, Trade Secrets, domain names, and all inventions, designs, confidential or proprietary technical information, know-how, show-how and other proprietary data or information and all related documentation. Intellectual Property Claim: any claim or assertion (whether in writing, by suit or otherwise) that any of Borrower’s or any Restricted Subsidiary’s ownership, use, marketing, sale or distribution of any Inventory, Equipment, Intellectual Property or other Property violates another Person’s Intellectual Property in any material respect. Intercreditor Agreement: (a) that certain Intercreditor Agreement dated as of the Closing Date, among Borrower, Finance Co and each other Obligor from time to time party thereto, Agent, as Initial First

Material Project EBITDA Adjustment means, with respect to each Material Completed Project, an amount determined by Borrower and approved by Administrative Agent as the projected Consolidated EBITDA attributable to such Material Completed Project for the four Fiscal Quarter period following the date that such project becomes a Material Completed Project, such amount to be determined based on customer contracts relating to such Material Completed Project, the creditworthiness of the other parties to such contracts, projected revenues from such contracts for firm transportation or on other terms determined by Borrower and Administration Agent to provide reasonable certainty as to such projected revenues, costs and expenses, and other factors deemed appropriate by Administrative Agent. Notwithstanding the foregoing, no such additions shall be allowed with respect to any Material Completed Project unless (i) not later than 30 days (or such shorter time period as may be agreed by Administrative Agent) prior to the delivery of the Compliance Certificate required by Section 6.2(b), if Material Project EBITDA Adjustments will be made to Consolidated EBITDA, Borrower shall have delivered to Administrative Agent evidence of the substantial completion and commercial operation of the project and Borrower’s determination of the Material Project EBITDA Adjustments attributable to such Material Completed Project, along with a reasonably detailed explanation of the basis therefor, and (ii) not less than 10 days (or such shorter period as may be agreed by Administrative Agent) prior to the date such Compliance Certificate is required to be delivered pursuant to Section 6.2(b), Administrative Agent shall have received such other information and documentation as Administrative Agent may reasonably request, all in form and substance satisfactory to Administrative Agent and shall have approved such determination.