Value Deficit definition
Examples of Value Deficit in a sentence
Prior to and in connection with the Distribution, but in no event earlier than the Spinco Funding Date, Spinco shall incur debt financing (the “Spinco Debt”), which debt financing shall, as of the Distribution Date, be in an amount not to exceed (a) $1,100,000,000 plus (b) any Value Deficit (such result, the “Maximum Spinco Debt”), on the terms set forth in the executed commitment letter and related term sheets (the “Spinco Debt Commitment Letter”) which are attached as Exhibit B hereto.
If such a Market Value Deficit is applicable, Buyer shall notify Seller of the amount thereof and Seller may thereupon satisfy the Maintenance Call in the manner specified in Section 6.
Producer’s and Processor’s monthly Field Imbalance will be credited or debited to each Party’s Field Imbalance account as the case may be, by Operator.
After substitution, the Substitute Loans shall be deemed to be Purchased Loans, the Reacquired Loans shall no longer be deemed Purchased Loans, Buyer shall be deemed to have terminated any security interest that Buyer may have in the Reacquired Loans and any Collateral solely related to such Reacquired Loans to Seller unless such termination and release would give rise to or perpetuate a Market Value Deficit.
If, based on the Final Closing Balance Sheet and/or associated calculations as finally determined pursuant to Section 2.3(b) or 2.3(c), there is a Closing Book Value Surplus, a Closing Book Value Deficit, a Closing Premium Increase Amount, and/or a Closing Premium Decrease Amount, then the parties shall make an adjustment for the net amount thereof plus interest from the Closing Date to the date of payment as set forth below.
If Parent agrees with Representative’s determination (or to the extent (and only to the extent) that the Neutral Accountant agrees that such a Merger Share Consideration Tax Value Deficit would exist), Parent shall use funds then reserved in cash to recover the deficiency (including budgeted amounts and all cash amounts then in escrow), rather than Parent Shares.
BMS shall designate any such New Target as a Collaboration Target promptly after becoming aware that such New Target is not an Excluded Target.
If the Seller fails to timely refund the full amount of the Book Value Deficit, the Purchaser shall, at its option and in its sole discretion, be entitled to use any of the Indemnity Escrow Amount, the Seller Note or any of the Earnout Payments to satisfy the amount of the Book Value Deficit owed to the Purchaser.
If such a Market Value Deficit is applicable, the Buyer shall notify the related Seller of the amount thereof and the related Seller may thereupon satisfy the Maintenance Call in the manner specified in Section 6.
In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the DIP Agent, for the account of the Issuing Bank, such Lender's Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason.