Other Agreed Adjustments definition

Other Agreed Adjustments means (a) the Other Agreed Adjustments as defined in the Original Credit Agreement, and (b) any add-backs and adjustments (including pro forma adjustments of the type in clause (b)(xi) of the definition of “Consolidated Adjusted EBITDA”), to the extent not otherwise included in “Consolidated Net Income” or “Consolidated Adjusted EBITDA” of the type reflected in any confidential information memorandum, lender presentations and other marketing materials in respect of the Initial Term Loans, in each case, which add-backs and adjustments shall not, for the avoidance of doubt, be limited to the time periods or amounts in respect of which such add backs and adjustments were identified therein.
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Other Agreed Adjustments means any add-backs and adjustments (including pro forma adjustments of the type in clause (b)(xi) of the definition of “Consolidated Adjusted EBITDA”), to the extent not otherwise included in “Consolidated Net Income” or “Consolidated Adjusted EBITDA” of the type reflected in any confidential information memorandum, lender presentations and other marketing materials in respect of the Initial Term Loans (as defined in the Term Loan Credit Agreement), in each case, which add-backs and adjustments shall not, for the avoidance of doubt, be limited to the time periods or amounts in respect of which such add backs and adjustments were identified therein.
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Other Agreed Adjustments means any add-backs and adjustments (including pro forma adjustments of the type in clause (b)(xi) of the definition of “Consolidated Adjusted EBITDA”), to the extent not otherwise included in “Consolidated Net Income” or “Consolidated Adjusted EBITDA” of the type reflected in any confidential information memorandum, lender presentations and other marketing materials in respect of the Initial Term Loans, in each case, which add-backs and adjustments shall not, for the avoidance of doubt, be limited to the time periods or amounts in respect of which such add backs and adjustments were identified therein.
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More Definitions of Other Agreed Adjustments

Other Agreed Adjustments means any add-backs and adjustments (including pro forma adjustments of the type in clause (b)(xi) of the definition of “Consolidated Adjusted EBITDA”), to the extent not otherwise included in Consolidated Net Income, of the type reflected in (a) the Sponsor Model, (b) the draft of the financial accounting due diligence report delivered to the Arrangers on or about September, 2020, and (c) any confidential information memorandum, lender presentations and other marketing materials in respect of the Initial Term Facility and the Initial Delayed Draw Term Facility, in each case, which add-backs and adjustments shall not, for the avoidance of doubt, be limited to the time periods or amounts in respect of which such add backs and adjustments were identified therein.
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Other Agreed Adjustments means any add-backs and adjustments (including pro forma adjustments pursuant toof the type in clause (b)(xi) of the definition of “Consolidated Adjusted EBITDA”), to the extent not otherwise included in Consolidated Net Income, of the type reflected in (a) the Sponsor Model, (b) the quality of earnings report with respect to the Targetdraft of the financial accounting due diligence report delivered to the Arrangers on or prior to May 9, 2018about September, 2020, and (c) theany confidential information memorandum and, lender presentations and other marketing materials in respect of the Term Facility, in each case, which add-backs and adjustments shall not, for the avoidance of doubt, be limited to the time periods or amounts in respect of which such add backs and adjustments were identified therein.
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Related to Other Agreed Adjustments

  • Related Adjustment means, in determining any LIBOR Successor Rate, the first relevant available alternative set forth in the order below that can be determined by the Administrative Agent applicable to such LIBOR Successor Rate:

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Material Project EBITDA Adjustments means, with respect to each Material Project:

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • Contract Term Adjustment means adjustment only as provided for in the three circumstances described in this Subsection. Under these circumstances, the contract term shall be adjusted in writing to include additional calendar days in one or more Normal Operating Seasons equal to the actual time lost, except as limited by paragraph (b) in this Subsection.

  • Tax Adjustment has the meaning set forth in Section 4.7.

  • Term SOFR Adjustment means a percentage equal to 0.10% per annum.

  • XXXXX Adjustment means, with respect to XXXXX, 0.0326% per annum.

  • Closing Statement means the Closing Statement in the form on Annex A attached hereto.

  • SOFR Adjustment means 0.10% (10 basis points).

  • SOFR Adjustment Conforming Changes means, with respect to any SOFR Rate, any technical, administrative or operational changes (including changes to the interest period, timing and frequency of determining rates and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the Administrator decides, from time to time, may be appropriate to adjust such SOFR Rate in a manner substantially consistent with or conforming to market practice (or, if the Administrator decides that adoption of any portion of such market practice is not administratively feasible or if the Administrator determines that no market practice exists, in such other manner as the Administrator determines is reasonably necessary).

  • Spread Adjustment means 100 basis points.

  • Final Adjustment Statement has the meaning set forth in Section 2.6(c).

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Closing Costs means, collectively, all initial costs and fees that identified above and in Section 16 that Seller agrees to pay to Buyer as consideration for agreeing to enter into this Agreement.

  • Purchase Price Adjustment has the meaning set forth in Section 2.6.

  • True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

  • Price Adjustment means any and all price reductions, offsets, discounts, rebates, adjustments, and or refunds which accrue to or are factored into the final net cost to the hospital outpatient department or ambulatory surgical center.

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

  • Estimated Transaction Expenses has the meaning set forth in Section 2.3(a).

  • Earn-Out Statement has the meaning set forth in Section 2.5(c).

  • Adjustment Statement has the meaning set forth in Section 2.6(a).

  • Cost of Living Adjustment or “COLA” means a percentage-based general wage increase adjustment provided in accordance with this memorandum of agreement. COLA is an upward adjustment applied to and folded into all wage rates. The "annualized average of BC CPI over twelve months” (AABC CPI) means the Latest 12-month Average Index % Change reported by BC Stats in March for British Columbia for the twelve months starting at the beginning of March in the preceding year and concluding at the end of the following February. The “Latest 12-month Average Index”, as defined by BC Stats, is a 12-month moving average of the BC consumer price indexes of the most recent 12 months. This figure is calculated by averaging index levels over the applicable 12 months. The Latest 12-month Average Index % Change is reported publicly by BC Stats in the monthly BC Stats Consumer Price Index Highlights report. The BC Stats Consumer Price Index Highlights report released in mid-March will contain the applicable figure for the 12 months concluding at the end of February. The percentage change reported by BC Stats that will form the basis for determining any COLA increase is calculated to one decimal point. For reference purposes only, the annualized average of BC CPI over 12 months from March 1, 2021 to February 28, 2022 was 3.4%.

  • SNB Adjustment Spread means, with respect to the SNB Policy Rate, the spread to be applied to the SNB Policy Rate in order to reduce or eliminate, to the extent reasonably practicable under the circumstances, any economic prejudice or benefit (as applicable) to Noteholders as a result of the replacement of the Swiss Average Rate Overnight with the SNB Policy Rate for purposes of determining SARON, which spread will be determined by the Calculation Agent, acting in good faith and a commercially reasonable manner, taking into account the historical median between the Swiss Average Rate Overnight and the SNB Policy Rate during the two year period ending on the date on which the SARON Index Cessation Event occurred (or, if more than one SARON Index Cessation Event has occurred, the date on which the first of such events occurred).

  • Final Adjustment has the meaning set forth in Section 10.3.B(2) hereof.