Closing Revenue Run-Rate Purchase Price Reduction if any, means the product of (x) the Adjustment Factor multiplied by (y) the excess, if any, of (i) 0.85 multiplied by the Base Revenue Run-Rate over (ii) the Closing Revenue Run-Rate.
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).
Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.
Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;
Working Capital Adjustment Amount means the amount (which may be positive or negative) equal to the result of the Closing Net Working Capital minus the Target Working Capital Amount.
Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.
Contract Adjustment Payments means the payments payable by the Company on the Payment Dates in respect of each Purchase Contract, at a rate per year of [ ]% of the Stated Amount per Purchase Contract.
Purchase Price Adjustment Escrow Amount means $500,000.
Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).
Final Adjustment Amount has the meaning set forth in Section 2.4(c).
Purchase Price Adjustment has the meaning set forth in Section 2.6.
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.
Incremental Available Transfer Capability Revenue Rights means the rights to revenues that are derived from incremental Available Transfer Capability created by the addition of Merchant Transmission Facilities or of one of more Customer-Funded Upgrades.
Closing Cash Amount has the meaning set forth in Section 2.2.
Maximum Settlement Amount means $500,000,000 as amended or modified in accordance with Appendix E.
Adjustment Payment shall have the meaning specified in Section 3.09(a).
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.
Payment Adjustment Date With respect to each ARM Loan, the date on which the Borrower's Monthly Payment changes in accordance with the terms of the related Mortgage Note.
Closing Date Payment has the meaning set forth in Section 2.04(a)(i).
Total Monthly Excess Spread As to any Distribution Date, an amount equal to the excess if any, of (i) the interest on the Mortgage Loans received by the Servicer on or prior to the related Determination Date or advanced by the Servicer for the related Remittance Date (net of Expense Fees) over (ii) the sum of the amounts payable to the Certificates pursuant to Section 4.02(a)(i) on such Distribution Date.
Retained Excess Cash Flow Amount means, at any date of determination, an amount, determined on a cumulative basis, that is equal to the aggregate cumulative sum of the Excess Cash Flow that is not required to be applied as a mandatory prepayment under Section 2.11(b)(i) for all Excess Cash Flow Periods ending after the Closing Date and prior to such date; provided that such amount shall not be less than zero for any Excess Cash Flow Period.
Forward Price Reduction Amount For each Forward Price Reduction Date, the Forward Price Reduction Amount set forth opposite such date on Schedule I. Shares: Common stock, USD 0.01 par value per share, of Party B (also referred to herein as the “Issuer”) (Exchange identifier: “VICI”). Exchange: New York Stock Exchange. Related Exchange(s): All Exchanges. Clearance System: DTC. Calculation Agent: Party A.
Aggregate Purchase Price has the meaning set forth in Section 1.1.
Unadjusted Principal Distribution Amount As defined in the definition of “Principal Distribution Amount.”
Prepayment Distribution Percentage With respect to any Distribution Date and each Class of Subordinate Certificates, under the applicable circumstances set forth below, the respective percentages set forth below: