Impairments. It is the intention of the Secured Parties of each Series that the holders of Obligations of such Series (and not the Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Obligations), (y) any of the Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Obligations) on a basis ranking prior to the security interest of such Series of Obligations but junior to the security interest of any other Series of Obligations or (ii) the existence of any Collateral for any other Series of Obligations that is not Shared Collateral (any such condition referred to in the foregoing clause (i) or (ii) with respect to any Series of Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Mortgaged Property (as defined in the Credit Agreement) which applies to all Obligations shall not be deemed to be an Impairment of any Series of Obligations. In the event of any Impairment with respect to any Series of Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Obligations, and the rights of the holders of such Series of Obligations (including, without limitation, the right to receive distributions in respect of such Series of Obligations pursuant to Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Obligations subject to such Impairment. Additionally, in the event the Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Obligations or the Security Documents governing such Obligations shall refer to such obligations or such documents as so modified.
Impairments. It is the intention of the Pari Term Loan Debt Secured Parties of each Series that the holders of Pari Term Loan Debt Obligations of such Series (and not the Pari Term Loan Debt Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Pari Term Loan Debt Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Pari Term Loan Debt Obligations), (y) any of the Pari Term Loan Debt Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of Pari Term Loan Debt Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Pari Term Loan Debt Obligations) on a basis ranking prior to the security interest of such Series of Pari Term Loan Debt Obligations but junior to the security interest of any other Series of Pari Term Loan Debt Obligations or (ii) the existence of any Collateral for any other Series of Pari Term Loan Debt Obligations that is not Shared Collateral (any such condition referred to in the foregoing clause (i) or (ii) with respect to any Series of Pari Term Loan Debt Obligations, an “Impairment” of such Series). In the event of any Impairment with respect to any Series of Pari Term Loan Debt Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Pari Term Loan Debt Obligations, and the rights of the holders of such Series of Pari Term Loan Debt Obligations (including, without limitation, the right to receive distributions in respect of such Series of Pari Term Loan Debt Obligations pursuant to Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Pari Term Loan Debt Obligations subject to such Impairment. Additionally, in the event the Pari Term Loan Debt Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Pari Term Loan Debt Documents or the Pari Term Loan Debt Obligations governing such Pari Term Loan Debt Obligations shall refer to such obligations or such documents as so modified.
Impairments. It is the intention of the parties hereto that the Secured Parties of any given Class of Pari Passu Lien Indebtedness (and not the Secured Parties of any other Class of Pari Passu Lien Indebtedness) bear the risk of any determination by a court of competent jurisdiction that (i) any First Lien Obligations of such Class of Pari Passu Lien Indebtedness are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu Lien Indebtedness), (ii) the Secured Parties of such Class of Pari Passu Lien Indebtedness do not have a valid and perfected Lien on any of the Collateral securing any First Lien Obligations of any other Class of Pari Passu Lien Indebtedness and/or (iii) any Person (other than any Collateral Agent or Secured Party) has a Lien on any Shared Collateral that is senior in priority to the Lien on such Shared Collateral securing First Lien Obligations of such Class of Pari Passu Lien Indebtedness, but junior to the Lien on such Shared Collateral securing any other class of Priority Payment Lien Obligations or Pari Passu Lien Indebtedness (any such Lien being referred to as an “Intervening Lien”, and any such Person being referred to as an “Intervening Creditor”) (any condition with respect to First Lien Obligations of such Class of Pari Passu Lien Indebtedness being referred to as an “Impairment” of such Class). In the event an Impairment exists with respect to First Lien Obligations of any Class of Pari Passu Lien Indebtedness, the results of such Impairment shall be borne solely by the Secured Parties of such Class of Pari Passu Lien Indebtedness, and the rights of the Secured Parties of such Class of Pari Passu Lien Indebtedness (including the right to receive distributions in respect of First Lien Obligations of such Class of Pari Passu Lien Indebtedness pursuant to Section 2.01(b)) set forth herein shall be modified to the extent necessary so that the results of such Impairment are borne solely by the Secured Parties of such Class. In furtherance of the foregoing, in the event First Lien Obligations of any Class of Pari Passu Lien Indebtedness shall be subject to an Impairment in the form of an Intervening Lien of any Intervening Creditor, the value of any Shared Collateral or Proceeds that are allocated to such Intervening Creditor shall be deducted solely from the Shared Collateral or Proceeds to be distributed in respect of First Lien Obligations of such Class.
Impairments. Adjusted Net Income for each fiscal year of the Performance Period and Adjusted Capital as of each quarter end used in calculating Average Adjusted Capital for any fiscal year of the Performance Period shall be adjusted to eliminate the impact of any charges, and reversal of charges, taken by the Company during the applicable period for impairment of goodwill or other assets as set forth in the audited consolidated statement of operations of the Company and its subsidiaries for the applicable period, as well as to add back to Adjusted Capital the amount of goodwill allocated to any business sold by the Company during the applicable period.
Impairments. EPS and Adjusted Net Income for each year during the Award Period shall be adjusted to eliminate any charges taken by the Company during the year for impairment of assets (excluding utility plant assets), that exceed $500,000 for any single impaired asset.
Impairments. Adjusted Capital as of each quarter end during the Performance Period shall be adjusted to eliminate the impact of any charges taken by the Company during the Performance Period for impairment of goodwill or other assets as well as to add back the amount of goodwill allocated to any business sold by the Company during the Performance Period.
Impairments. Adjusted Net Income for each Performance Year shall be adjusted to eliminate any charges taken by the Company during the year for impairment of assets (excluding utility plant assets), that exceed $500,000 for any single impaired asset.
Impairments. Adjusted EBITDA, Adjusted Operating Income and Adjusted Net Income for each fiscal year during the Measurement Period, and Adjusted Shareholders’ Equity as of each quarter end during the Measurement Period, shall be adjusted to eliminate the impact of any charges taken by the Company during the Measurement Period for impairment of goodwill or other intangible assets.
Impairments. The sum of (without duplication of any amounts) (i) the aggregate Allocated Values of Properties requiring consents to assign or waivers of PPR for which a consent or waiver, as applicable, has not been obtained by the Closing Date, plus (ii) the aggregated amount of Casualty Losses, does not equal or exceed 5% of the unadjusted Purchase Price.
Impairments. If a defect or malfunction found during testing is such that it will result in the inability of the fire alarm system to operate in the event of a fire, the OSU Alarm Shop shall be informed immediately and followed up with a detailed description in writing within 24 hours. The OSU Alarm Shop will provide contacts to Contractor for immediate response when impairments compromise system operation.
