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).

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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).

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.

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.

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.

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.

Pro Forma Liquidity means, at any time of determination, the sum of (x) the Total Unutilized Revolving Loan Commitment at such time and