Material Project EBITDA Adjustment definition

Material Project EBITDA Adjustment means, with respect to each Material Project:

Material Project EBITDA Adjustment means, with respect to each Material Project of the Borrower or a Restricted Subsidiary:

Material Project EBITDA Adjustment has the meaning assigned to such term in clause (b) of the definition of the term “Consolidated EBITDA”.

Examples of Material Project EBITDA Adjustment in a sentence

• Any Material Project EBITDA Adjustment with respect to any Material Project of an entity with respect to which such Person holds an equity method investment shall be determined as set forth above, based upon the projected (prior to the Commercial Operation Date) and actual (on and after the Commercial Operation Date) cash dividends projected to be received or actually received by such Person on a consolidated basis from such entity.

• To include Combined Material Project EBITDA Adjustments for purposes of the Leverage Ratio set forth in Section 8.1, the Loan Parties shall deliver to the Administrative Agent, at least 60 days prior to the date on which the Loan Parties expect to include any Combined Material Project EBITDA Adjustment for purposes of calculating the Leverage Ratio, projections in reasonable detail setting forth such Combined Material Project EBITDA Adjustment for each of the following four consecutive fiscal quarters.

• The Administrative Agent shall notify the Borrower Representative no later than 30 days after receipt of such projections as to whether any proposed Combined Material Project EBITDA Adjustment is approved.

• The Administrative Agent shall promptly deliver to the Lenders copies of any projections it receives setting forth any proposed Combined Material Project EBITDA Adjustment, and the Administrative Agent shall notify the Lenders of whether any proposed Combined Material Project EBITDA Adjustment is approved, promptly after notifying the Borrower Representative thereof.

• The Administrative Agent shall promptly deliver to the Lenders copies of any projections it receives setting forth any proposed Combined Material Project EBITDA Adjustment, and the Administrative Agent shall notify the Lenders of whether any proposed Combined Material Project EBITDA Adjustment has been approved, promptly after receipt of notice from the Guarantor Representative thereof.

More Definitions of Material Project EBITDA Adjustment

Material Project EBITDA Adjustment means an amount determined by Borrower and approved by Administrative Agent (such approval not to be unreasonably conditioned, delayed or withheld) equal to projected Non-Consolidated EBITDA of Borrower in respect of a Material Project (including dividends and distributions projected to be paid in Cash or Cash Equivalents to Borrower and payments projected to be received in Cash or Cash Equivalents by Borrower in repayment of good-faith loans made by Borrower) attributable to such Material Project for the first 12-month period following the projected commercial operation date of such Material Project (determined based on customer contracts relating to such Material Project, projected revenues from such contracts, capital costs and expenses, the projected commercial operation date, commodity price assumptions and other reasonable factors deemed appropriate by Administrative Agent (other than uncontracted customer cash flows, which shall not be deemed appropriate)); provided, that if the applicable actual commercial operation date does not occur by the guaranteed substantial completion date (or if there is no guaranteed substantial completion date, the latest scheduled completion date) set forth in the applicable project construction contract (as such date may be extended on a day-for-day basis due to a declared force majeure event permitted thereunder (and not for any other reason) so long as such extension could not reasonably be expected to result in the termination of any customer contracts (as so extended, the “Completion Date”)), the foregoing amount shall be reduced, for Fiscal Quarters ending after the Completion Date to (but excluding) the first full Fiscal Quarter after such actual commercial operation date, by the following percentage amounts depending on the period of delay (based on the actual period of delay or the then-estimated delay based on the reasonable determination of Borrower at the time of measurement and reasonably agreed by the applicable project independent engineer, whichever is longer): (i) 90 days or less, 0%, (ii) longer than 90 days, but not more than 180 days, 25%, (iii) longer than 180 days, but not more than 270 days, 50%, (iv) longer than 270 days but not more than 365 days, 75%, and (v) longer than 365 days, 100%. On and after the actual commercial operation date, if the actual Non-Consolidated EBITDA of Borrower (including dividends and distributions projected to be paid in Cash or Cash Equivalents to Borrower and paymen...

Material Project EBITDA Adjustment means, with respect to each Material Project of the Borrower, a Restricted Subsidiary, Maurepas Holdings or any of its Subsidiaries:

Material Project EBITDA Adjustment is defined in the definition of “EBITDA” in this Section 1.1.

Material Project EBITDA Adjustment means, with respect to the construction or expansion of any Material Project:

Material Project EBITDA Adjustment means, with respect to each Material Project:(x) prior to the Commercial Operation Date of a Material Project (but including the fiscal quarter in which such Commercial Operation Date occurs), a percentage (equal to the then current completion percentage of such Material Project) of an amount determined by the Company as the projected EBITDA of the Company and its Restricted Subsidiaries with respect to such Material Project (giving effect, for the avoidance of doubt and without duplication, to clause (5) of the definition of Consolidated Net Income in the case of any Material Project of Maurepas Holdings or its Subsidiaries) for the first 12-month period following the scheduled Commercial Operation Date of such Material Project (such amount to be determined on predominantly fee based contracts relating to such Material Project, the creditworthiness of the other party(ies) to such contracts, and projected revenues from such contracts, capital costs and expenses, scheduled Commercial Operation Date, and other factors reasonably deemed appropriate by the Company), which may, at the Company’s option, be added to actual EBITDA for the fiscal quarter in which construction of the Material Project commences and for each fiscal quarter thereafter until the Commercial Operation Date of such Material Project (including the fiscal quarter in which such Commercial Operation Date occurs, but net of any actual EBITDA of the Company and its Restricted Subsidiaries attributable to such Material Project following such Commercial Operation Date); provided that if the actual Commercial Operation Date does not occur by the scheduled Commercial Operation Date, then the foregoing amount shall be reduced, for quarters ending after the scheduled Commercial Operation Date to (but excluding) the first full quarter after its actual Commercial Operation Date, by the following percentage amounts depending on the period of delay (based on the period of actual delay or then-estimated delay, whichever is longer): (i) 90 days or less, 0%, (ii) longer than 90 days, but not more than 180 days, 25%, (iii) longer than 180 days, but more than 270 days, 50%, and (iv) longer than 270 days, 100%; and(y) beginning with the first full fiscal quarter following the Commercial Operation Date of a Material Project and for the two immediately succeeding fiscal quarters, an amount determined by the Company as the projected EBITDA of the Company and its Restricted Subsidiaries attributable to such Materia...

Material Project EBITDA Adjustment means, with respect to each Material Project of the Company or a Restricted Subsidiary:

Material Project EBITDA Adjustment contained in Section 1.01 of the Credit Agreement shall be amended as indicated below: