Pro Forma Liquidity definition

Pro Forma Liquidity means the sum of (a) the amount of cash and Temporary Cash Investments in excess of any Restricted Cash of the Parent Guarantor and the Restricted Subsidiaries on a consolidated basis on such Transaction Date and (b) the aggregate of incremental Indebtedness that can be Incurred by the Issuer and the Note Guarantors on the Transaction Date pursuant to the Credit Agreement and in compliance with Section 4.03(b)(i).
View Source
Pro Forma Liquidity means the amount, determined on a pro forma basis as of the Effective Date, equal to (a) Pro Forma Exit ABL Availability plus (b) cash as set forth on the compliance certificate; i.e., “bank cash” minus (c) if borrowings under the DIP Term Credit Agreement plus accrued but unpaid interest and fees thereon as of the Effective Date exceed $269 million, the excess of the borrowings under the DIP Term Credit Agreement plus accrued but unpaid interest and fees thereon as of the as of the Effective Date over $244 million minus (d) the dollar amount of any accounts payable (as determined in accordance with the definition of “Net Working Capital”) of the Company and the Company Subsidiaries to any supplier set forth on Schedule 7(l) if the number of days outstanding under such payable is greater than the payment terms set forth on Schedule 7(l) as of the date hereof. For the avoidance of doubt, “bank cash” in clause (b) above shall include the proceeds the Company receives pursuant to the sale of the IntermediateCo Preferred Stock as set forth in Section 2(e).
View Source
Pro Forma Liquidity means, for any date of determination, the average Liquidity for 90 days prior to, and including, such date, after giving effect to the transactions occurring on such date, based on assumptions and calculations reasonably acceptable to the Administrative Agent; it being agreed that, for purposes of calculating Pro Forma Liquidity, unless the Administrative Agent shall otherwise agree in its reasonable discretion, no Accounts or hydrocarbon Inventory to be acquired in an Investment otherwise permitted under Section 6.04 shall be included in the Borrowing Base until the Administrative Agent shall have completed a preliminary field audit in scope and with results reasonably satisfactory to the Administrative Agent and the Collateral Agent.
View Source

Examples of Pro Forma Liquidity in a sentence

  • The Pro Forma Liquidity (as defined below) shall be no less than $200,000,000, of which not less than $150,000,000 shall constitute Excess Availability hereunder after giving effect to the transactions contemplated by the Plan and the Credit Documents on the Closing Date (including, without limitation, the repayment of all amounts due under the DIP Facility and the payment of all transaction costs and expenses in connection with the credit facility provided for in this Agreement).

  • On February 28, 2015, an officer’s certificate from an Authorized Officer of the Borrower, certifying as to the Pro Forma Liquidity as of such date.

  • If the Borrower desires to use the proceeds of any Incremental Delayed Draw Term Loan or any Incremental Term Loan for working capital purposes, the Borrower shall deliver to Agent, together with the applicable Notice of Borrowing, a Pro Forma Liquidity Certificate certifying that, immediately after giving effect to the Borrowing of such Loan, projected Liquidity as of the date of such Borrowing would not be greater than $20,000,000.

  • The Borrower shall have delivered a Notice of Borrowing, in the form of Exhibit B, and, if required by Section 2.3, a Pro Forma Liquidity Certificate in the form of Exhibit M, in each case in accordance with Section 2.3. Each condition in Section 5 that is subject to the satisfaction or discretion of Agent or any Lender shall be deemed satisfied upon Agent’s or Lender’s, as applicable, making of any Loan.


More Definitions of Pro Forma Liquidity

Pro Forma Liquidity means, at any time of determination, the sum of (x) the Total Unutilized Revolving Loan Commitment at such time and (y) Unrestricted cash and Cash Equivalents of the Borrower and its Subsidiaries (in the case of Unrestricted cash and Cash Equivalents of Foreign Subsidiaries, subject to a 35% adjustment to account for implied repatriation costs) at such time; provided that for purposes of determining the Total Unutilized Revolving Loan Commitment and Unrestricted cash and Cash Equivalents of the Borrower and its Subsidiaries at such time, pro forma effect shall be given to the incurrence of Revolving Loans and Swingline Loans and the net use of Unrestricted cash and Cash Equivalents projected in good faith by the Borrower to be incurred or used during the immediately succeeding 120-day period to finance Capital Expenditures, Permitted Acquisitions and other non-ordinary course Investments permitted under Section 10.05.
View Source
Pro Forma Liquidity means the amount, determined on a pro forma basis as of the Effective Date, equal to (a) Excess Availability plus (b) cash as set forth on the compliance certificate; i.e., “bank cash”. For the avoidance of doubt, “bank cash” in clause (b) above shall include the proceeds Aleris receives pursuant to the sale of the “IntermediateCo Preferred Stock” (as defined in the Equity Commitment Agreement) as set forth in Section 2(e) of the Equity Commitment Agreement.
View Source
Pro Forma Liquidity means, at any time, Unrestricted cash and Cash Equivalent Investments of the Borrower and its Subsidiaries at such time plus the aggregate amount of Revolving Loan Commitments available to be drawn.
View Source
Pro Forma Liquidity means, at any time of determination, the sum of (x) the Total Unutilized Revolving Loan Commitment at such time and
View Source

Related to Pro Forma Liquidity

  • Pro Forma Balance Sheet as defined in Section 4.1(a).

  • Pro Forma Event has the meaning assigned to that term in the definition of “Pro Forma Basis”.

  • Pro Forma Transaction means any transaction consummated as part of any Permitted Acquisition, together with each other transaction relating thereto and consummated in connection therewith, including any incurrence or repayment of Indebtedness.

  • Pro Forma Basis and “Pro Forma Effect” mean, with respect to compliance with any test hereunder for an applicable period of measurement, that (A) to the extent applicable, the Pro Forma Adjustment shall have been made and (B) all Specified Transactions and the following transactions in connection therewith that have been made during the applicable period of measurement or subsequent to such period and prior to or simultaneously with the event for which the calculation is made shall be deemed to have occurred as of the first day of the applicable period of measurement (as of the last date in the case of a balance sheet item) in such test: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of a Disposition of all or substantially all Equity Interests in any Restricted Subsidiary of the Borrower or any division, product line, or facility used for operations of the Borrower or any of its Restricted Subsidiaries, shall be excluded, and (ii) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction,” shall be included, (b) any retirement of Indebtedness, and (c) any Indebtedness incurred or assumed by the Borrower or any of its Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that, (1) without limiting the application of the Pro Forma Adjustment pursuant to clause (A) above, the foregoing pro forma adjustments may be applied to any such test solely to the extent that such adjustments are consistent with the definition of “Consolidated EBITDA” and give effect to events (including cost savings, synergies and operating expense reductions) that are (as determined by the Borrower in good faith) (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on the Borrower and its Restricted Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of “Pro Forma Adjustment” and (2) in connection with any Specified Transaction that is the incurrence of Indebtedness in respect of which compliance with any specified leverage ratio test is by the terms of this Agreement required to be calculated on a Pro Forma Basis, the proceeds of such Indebtedness shall not be netted from Indebtedness in the calculation of the applicable leverage ratio test.

  • Pro Forma Debt Service means with respect to the Borrower and the Restricted Subsidiaries, on a consolidated basis, with respect to the next succeeding complete twelve (12) month period following the calculation date, and after giving effect to any Interest Rate Hedge Agreements and Eurodollar Advances, the amount of all (i) scheduled payments of principal on Indebtedness for Money Borrowed for such period (including imputed principal payments with respect to Capitalized Lease Obligations), determined on the basis of the aggregate amount of Indebtedness for Money Borrowed outstanding as of the date of calculation and giving effect to any mandatory reductions in the Commitments and the operation of the other terms of this Agreement (or other instruments or agreements governing Indebtedness for Money Borrowed) during such next succeeding twelve (12) month period, (ii) cash interest payable (including imputed interest with respect to Capitalized Lease Obligations) with respect to Indebtedness for Money Borrowed of such Persons, (iii) fees payable under this Agreement and the other Loan Documents (but specifically excluding fees paid during previous periods but amortized during such period in accordance with GAAP), and (iv) other payments (including fees) payable by such Persons during such period in respect of Indebtedness for Money Borrowed (other than voluntary prepayments under Section 2.7 hereof). For purposes of this definition, where interest payments for the twelve (12) month period immediately succeeding the calculation date are not fixed by way of Interest Rate Hedge Agreements, Eurodollar Advances, or otherwise for the entire period, interest shall be calculated on such Indebtedness for Money Borrowed for periods for which interest payments are not so fixed at the Eurodollar Basis (as determined on the date of calculation and based on the then current adjustment under Section 2.3(f) hereof) for a Eurodollar Advance having an Interest Period of twelve (12) months; provided, however, that if such Eurodollar Basis cannot be determined in the reasonable opinion of the Administrative Agent, such interest shall be calculated using the Base Rate Basis as then in effect.