EBITDA Deficiency definition

EBITDA Deficiency has the meaning specified in Section 5.04(b).
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EBITDA Deficiency means the positive difference, ----------------- if any, between the Seller EBITDA and the C&P EBITDA.
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EBITDA Deficiency means, only if a positive number, (1) Business EBITDA calculated based on the financial statements, as set forth in Section 1.2(d) of the Disclosure Schedule, minus (2) Business EBITDA calculated based on the SAS Financial Statements and Audited Financial Statements, minus (3) $6.6 million.
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Examples of EBITDA Deficiency in a sentence

  • The Purchase Price shall be decreased at Closing, by the amount, if any, determined by the product of (i) seven and one-half (7.5) times (ii) the 2006 EBITDA Deficiency.

  • The Purchase Price shall be decreased, by the amount, if any, determined by the product of (i) seven and one-half (7.5) times (ii) the Final 2006 EBITDA Deficiency.

  • If it is finally determined pursuant to the provisions of this Section 2.3(c) that there is an Annualized EBITDA Deficiency, then within two (2) days after all Disputed Calculations with respect thereto have been resolved, Seller shall pay to Buyer the EBITDA Adjustment Amount that has not been paid by Seller pursuant to Section 2.3(c)(iv)(C) hereof.

  • At first, only steps necessary to provide eHC offline functionality (i.e. functionality without HTI ac- cess) will be executed (base rollout); that is, equipping medical professionals with readers for eHCs and dis- tributing eHCs to insurees.

  • These to include lead vendor responsibility for the administration of the contract, finance, and for upholding service standards and quality.

  • Upon the effectiveness of this Amendment in accordance with the provisions of Section 4 below, the Lender hereby waives the Default caused by the EBITDA Deficiency.

  • For example, in the event of a 1999 Combined EBITDA Deficiency of $100,000, the aggregate price payable to the Company shall be reduced by $1,125,000 (i.e. the $100,000 shortfall multiplied by $11.25), and, alternatively, in the event of a 1999 Combined EBITDA Surplus of $100,000, the aggregate price payable to the Company shall be increased by $1,125,000 (i.e. the $100,000 surplus multiplied by 11.25).

  • In furtherance of the foregoing, to the extent that a Purchaser Loss has arisen from facts and circumstances which have reduced Adjusted EBITDA and have resulted in an Adjusted EBITDA Deficiency Amount reducing the Purchase Price, then Purchaser Losses which arose from such facts and circumstances shall be reduced to the extent such reduction of the Purchase Price was attributable to such facts and circumstances.

  • The Deficiency Reserve shall secure any reimbursement obligation of Seller to Purchaser for (i) any EBITDA Deficiency Adjustment and (ii) any Working Capital Deficiency Adjustment.

  • Upon the effectiveness of this Amendment in accordance with the provisions of Section 4 below, the Lenders and the Agent hereby waive the Default caused by the EBITDA Deficiency.


More Definitions of EBITDA Deficiency

EBITDA Deficiency means (A) the difference between the pro forma earnings before interest, taxes, depreciation and amortization ("EBITDA") for the Frontier LEC Business (excluding non-recurring revenues and expenses resulting from assets and liabilities being put on the balance sheet in the process of determining the amount of Combined Liabilities or Combined Working Capital and calculated as provided in Schedule 1.3 hereto) for the 12 calendar months ending as of the end of the month most recently completed prior to the Closing Date (the "Pre-Closing Pro Forma EBITDA") and $386,769,000 multiplied by (B) 9.13; provided that there shall be no EBITDA Deficiency unless the Pre-Closing Pro Forma EBITDA is less than $386,769,000.
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Related to EBITDA Deficiency

  • Accumulated Funding Deficiency as defined in Section 302 of ERISA.

  • Significant deficiency means a shortcoming in the system that materially affects the ability of officials of the Department of Defense to rely upon information produced by the system that is needed for management purposes.

  • Operating Deficit means, for the applicable period, insufficient funds to pay operating costs when Cash Expenses exceed Cash Receipts, as determined by the Accountant and approved by the Special Limited Partner.

  • Advance Deficiency As defined in Section 4.01(b).

  • Mental deficiency means mental deficiency as defined by appropriate clinical authorities to such extent that a person so afflicted is incapable of managing himself and his affairs, but shall not include mental illness as defined herein.

  • Borrowing Base Deficiency means, at any date on which the same is determined, the amount, if any, that (a) the aggregate Covered Debt Amount as of such date exceeds (b) the Borrowing Base as of such date.

  • Funding Default as defined in Section 2.22.

  • Daily Deficiency Rate means the rate employed to assess certain deficiency charges under Xxxxxx, Attachment DD, section 7, Tariff, Attachment DD, section 8, Tariff, Attachment DD, section 9, or Tariff, Attachment DD, section 13.

  • Gas Supply Deficiency means any occurrence relating to Seller's gas supply which causes Seller to deliver less than the total requirements of its system, including failures of suppliers to deliver gas for any reason, requirement of gas for system storage, conservation of gas for future delivery, or any other occurrence which is not enumerated herein which affects Seller's gas supply.

  • Financing Default means an event which would constitute (or with notice or lapse of time or both would constitute) an event of default (which event of default has not been cured) under or would otherwise violate or breach (i) any financing arrangement of the Company or any of its Subsidiaries in effect as of the time of the aforementioned event, and any extensions, renewals, refinancings or refundings thereof in whole or in part; and (ii) any provision of the Company's or any of its Subsidiary's constitutional documents.

  • Reserve Account Deficiency shall have, for any Distribution Date, the meaning specified for such Distribution Date in Section 4.6(b) of the Sale and Servicing Agreement.

  • Overcollateralization Deficiency For any Distribution Date will be equal to the amount, if any, by which (x) the Targeted Overcollateralization Amount for such Distribution Date exceeds (y) the Overcollateralization Amount for such Distribution Date, calculated for this purpose after giving effect to the reduction on such Distribution Date of the aggregate Class Principal Balance of the Certificates resulting from the payment of the Principal Payment Amount on such Distribution Date, but prior to allocation of any Applied Loss Amount on such Distribution Date.

  • Spread Account Deficiency means the excess, if any, of the Required Spread Account Amount over the Available Spread Account Amount.

  • Reporting Default means a Default described in Section 6.01(d).

  • Subordination Deficiency With respect to any Distribution Date, the excess, if any, of (a) the Specified Subordinated Amount applicable to such Distribution Date over (b) the Subordinated Amount applicable to such Distribution Date.

  • Company Event of Default bears the meaning ascribed thereto in Section 13.1; “Company Notice of Default” bears the meaning ascribed thereto in Section 13.2;

  • Performing Note Deficiency means any time that less than 65% of the then aggregate outstanding principal amount of all Equipment Notes are Performing Equipment Notes.

  • Liquidity Event of Default with respect to any Liquidity Facility, has the meaning assigned to such term in such Liquidity Facility.

  • 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.

  • Deferred Net Cash Proceeds shall have the meaning provided such term in the definition of Net Cash Proceeds.

  • Deferred Net Cash Proceeds Payment Date shall have the meaning provided such term in the definition of Net Cash Proceeds.

  • Erroneous Payment Return Deficiency has the meaning assigned thereto in Section 10.12(d).

  • LTM EBITDA means Consolidated EBITDA of the Company measured for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which consolidated financial statements of the Company are available, in each case with such pro forma adjustments giving effect to such Indebtedness, acquisition or Investment, as applicable, since the start of such four quarter period and as are consistent with the pro forma adjustments set forth in the definition of “Fixed Charge Coverage Ratio.”

  • Net Proceeds Deficiency shall have the meaning set forth in Section 7.4 hereof.

  • Adjusted Capital Account Deficit means, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments:

  • Step-Up Date The first Distribution Date following the first Distribution Date on which the aggregate unpaid principal balance of the Mortgage Loans, and properties acquired in respect thereof, remaining in the Trust Fund has been reduced to less than or equal to 10% of the Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.