Restricted Cash Shortfall definition

Restricted Cash Shortfall means the amount, if any, by which the amount of cash contained in the Restricted Cash Accounts as of the Measurement Time is less than $196,947,959.
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Restricted Cash Shortfall means an amount (which may be a positive or negative number) equal to bonus payments accrued or deemed to accrue as of the Closing Date pursuant to Section 6.8, together with all amounts accrued or deemed to accrue as of the Closing Date under the Company’s ECAP for all prior periods pursuant to Section 6.8, all related fringe benefit amounts and all Employment and Withholding Taxes in respect of the foregoing, in each case solely to the extent not included in the Assumed Liabilities, minus the amount (the “Restricted Cash”) of cash on hand in bank accounts (reduced by the amount of outstanding checks and other negotiable instruments) located within the United States of, and immediately available to, the Company to the extent included in Excluded Assets as of the Closing, after giving effect to the Contribution, the Sale and the Spin Off but without giving effect to the Financing or Alternative Financing, all as determined in accordance with the Transaction Accounting Principles. For purposes of determining the Estimated Restricted Cash Shortfall, Restricted Cash will exclude any estimate of any payments pursuant to the Spin Off Agreement as a result of Estimated NAV Transfer Amount exceeding the Final NAV Transfer Amount. For purposes of determining the Final Restricted Cash Shortfall, Restricted Cash will be deemed to include the amount of any payment made pursuant to the Spin Off Agreement as a result of Estimated NAV Transfer Amount exceeding the Final NAV Transfer Amount. During such ninety (90)-day period, Seller Representative shall provide the Surviving Corporation reasonable access to the Seller Representative’s personnel, auditors, properties, and records relevant to the calculation of the Closing Date Indebtedness and the Restricted Cash Shortfall (subject to the execution of customary work paper access letters if requested).
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Restricted Cash Shortfall has the meaning specified in Section 2.06(a).
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Examples of Restricted Cash Shortfall in a sentence

  • The Closing Statement, and the components thereof, shall be prepared based upon the books and records of the Company Entities, in accordance with the definitions of Closing Cash, Closing Working Capital, Closing Debt, Approved Acquisition Amount, Divestiture Transaction Amount, Closing Transaction Expenses and Restricted Cash Shortfall and in accordance with the Accounting Methodology and the format of the Net Working Capital Schedule.

  • Subject to the remainder of this Section 3.7, the Estimated Closing Date Indebtedness, the Estimated Working Capital Adjustment, the Estimated Pre-Closing Taxes and the Estimated Restricted Cash Shortfall shall be determined and prepared in accordance with the methodologies for preparing the Final Closing Date Indebtedness, the Final Working Capital Adjustment, the Final Pre-Closing Taxes and the Final Restricted Cash Shortfall.

  • Seller Indemnified Parties Section 8.2(b) Seller Prepared Tax Returns Section 6.5(a) Straddle Period Tax Contest Section 6.5(c) Terminated Employees Section 6.6 Third-Party Claim Section 8.4(b)(i) Third-Party Notice Section 8.4(b)(i) Units Recitals VNS Restricted Cash Shortfall Section 2.3(a)(i) I.

  • The Independent Accountant shall consider only those items and amounts in Sellers’ and Buyer’s respective calculations of Closing Cash, Closing Working Capital, Closing Debt, Approved Acquisition Amount, Divestiture Transaction Amount, Closing Transaction Expenses and Restricted Cash Shortfall, that were disputed within Sellers’ notice of disagreement and that the parties identify as being items and amounts to which Sellers and Buyer have still been unable to agree.

Related to Restricted Cash Shortfall

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.

  • Available Funds Shortfall As defined in Section 3.03(b)(ii)(A).

  • Unrestricted Cash Amount means, as to any Person on any date of determination, the amount of (a) unrestricted Cash and Cash Equivalents of such Person whether or not held in an account pledged to the Collateral Agent and (b) Cash and Cash Equivalents of such Person restricted in favor of the Facilities (which may also include Cash and Cash Equivalents securing other Indebtedness secured by a Lien on any Collateral along with the Facilities), in each case as determined in accordance with GAAP; it being understood and agreed that proceeds subject to Escrow shall be deemed to constitute “restricted cash” for purposes of the Unrestricted Cash Amount.

  • Working Capital Shortfall means the amount by which the Anticipated Working Capital Amount exceeds Minimum Net Operating Working Capital.

  • Available Funds Shortfall Amount means, as of any Payment Date, the amount, if any, by which the aggregate amount required to be paid pursuant to clauses first through twelfth of Section 4.4(a) of the Sale and Servicing Agreement exceeds the Available Funds for such Payment Date.

  • Finance Charge Shortfall shall have the meaning specified in Section 4.09.

  • Excess Overcollateralization Amount With respect to any Distribution Date, the excess, if any, of (a) the Overcollateralization Amount on such Distribution Date over (b) the Required Overcollateralization Amount for such Distribution Date.

  • Excess Cash Flow Percentage 50%; provided that the Excess Cash Flow Percentage shall be reduced to (a) 25% if the Consolidated Total Leverage Ratio as of the last day of the relevant fiscal year is not greater than 3.75 to 1.00 and (b) to 0% if the Consolidated Total Leverage Ratio as of the last day of the relevant fiscal year is not greater than 2.25 to 1.00.

  • Target Overcollateralization Amount means, with respect to any Payment Date, 3.00% of the Adjusted Pool Balance as of the Cutoff Date. Notwithstanding the foregoing, the Target Overcollateralization Amount shall not exceed the Adjusted Pool Balance on such Payment Date.

  • Principal Deficiency Amount For any Distribution Date and for any Undercollateralized Group, the excess, if any, of the aggregate Class Certificate Principal Balance of such Undercollateralized Group immediately prior to such Distribution Date over the sum of the Principal Balances of the Mortgage Loans in the related Loan Group immediately prior to such Distribution Date.

  • Collateral Shortfall Amount is defined in Section 8.1.

  • Note Monthly Principal Distributable Amount means, with respect to any Payment Date, the Note Percentage of the Principal Distributable Amount for such Payment Date.

  • Collateral Minimum Monthly Interest shall have the meaning specified in subsection 4.02(c).

  • Excess Cash Flow Payment Period with respect to the prepayment required on each Excess Cash Flow Application Date, the immediately preceding fiscal year of the Borrower.

  • Excess Available Funds Percentage means, with respect to any Transfer Date, the amount, if any, by which the Portfolio Yield for the preceding Monthly Period exceeds the Base Rate for such Monthly Period.

  • Series Principal Shortfall means with respect to any Transfer Date, the excess, if any, of (a) (i) with respect to any Transfer Date relating to the Controlled Accumulation Period, the Controlled Deposit Amount for such Transfer Date, and (ii) with respect to any Transfer Date during the Rapid Amortization Period, the Adjusted Investor Interest over (b) the Investor Principal Collections minus the Reallocated Principal Collections for such Transfer Date.

  • Consolidated Cash Balance means, at any time, the aggregate amount of cash and cash equivalents, marketable securities, treasury bonds and bills, certificates of deposit, investments in money market funds and commercial paper, in each case held by the Parent and its Consolidated Subsidiaries.

  • Deficiency Amount shall have the meaning set forth for such term in Section 4.03(a) hereof. “Department” shall mean the South Carolina Department of Revenue.

  • Daily Principal Shortfall means, on any date of determination, the excess of the Monthly Principal Payment for the Monthly Period relating to such date over the month to date amount of Collections processed in respect of Principal Receivables for such Monthly Period allocable to investor certificates of all outstanding Series, not subject to reallocation, which are on deposit or to be deposited in the Principal Account on such date.

  • Quarterly Excess Available Funds Percentage means, with respect to the March 2008 Transfer Date and each Transfer Date thereafter, the percentage equivalent of a fraction the numerator of which is the sum of the Excess Available Funds Percentages with respect to the immediately preceding three Monthly Periods and the denominator of which is three.

  • Class A Deficiency Amount is defined in Section 4.1(a).

  • Excess Overcollateralized Amount With respect to the Class A Certificates and the Mezzanine Certificates and any Distribution Date, the excess, if any, of (i) the Overcollateralized Amount for such Distribution Date (calculated for this purpose only after assuming that 100% of the Principal Remittance Amount on such Distribution Date has been distributed) over (ii) the Overcollateralization Target Amount for such Distribution Date.

  • Basis Risk Shortfall Carry Forward Amount With respect to any Distribution Date and any Class of Class A Certificates and Class M Certificates, an amount equal to the sum of (A) the excess, if any, of (a) the amount of Current Interest that such Class would have been entitled to receive on such Distribution Date had the Pass-Though Rate applicable to such Class been calculated at a per annum rate equal to One-Month LIBOR plus the related Certificate Margin, over (b) the amount of Current Interest that such Class received on such Distribution Date if the Pass-Through Rate is limited to the related Net Rate Cap and (B) the amount in clause (A) for all previous Distribution Dates not previously paid, together with interest thereon at a rate equal to the related Pass-Through Rate for such Distribution Date. Bankruptcy Code: Title 11 of the United States Code.