Permitted Working Capital definition

Permitted Working Capital. Refinancing”); provided that (A) the aggregate principal amount of such Debt does not exceed the sum of (1) the aggregate amount of the commitments in respect of the Working Capital Facility immediately prior to such refinancing plus (2) an amount, when taken together with any Debt outstanding pursuant to Section 5.02(b)(v), not to exceed $100,000,000 plus (3) the amount of any accrued and unpaid interest in respect of such outstanding principal amount plus (4) the amount of any reasonable fees and expenses incurred in connection with such Refinancing, (B) the lenders (or agents on behalf of the lenders) of such Debt have become a party to the Intercreditor Agreement as, and have the obligations of, the First Lien Secured Parties or the Second Lien Secured Parties thereunder, (C) the maturity date of such Debt is no earlier than the Termination Date, (D) such Permitted Working Capital Refinancing shall only be secured by the Liens created by the Collateral Documents or the First Lien Collateral Documents, and (E) to the extent that the aggregate principal amount of such Debt exceeds the sum of the aggregate principal amount of the commitments in respect of the Working Capital Facility immediately prior to such refinancing plus the amount of any accrued and unpaid interest in respect of such outstanding principal amount the amount of any reasonable fees and expenses incurred in connection with such Refinancing, the Borrower shall have received a Ratings Reaffirmation; and
Sample 1
Permitted Working Capital means any amounts that the Managing Member reasonably determines are necessary to meet current expenses of the Company, provided that, without the prior written approval of Memco with respect to periods ending prior to or including the Indemnification Satisfaction Date, such amounts shall not exceed $100,000 in the aggregate.
Sample 1
Permitted Working Capital means any amounts that the Managing Member reasonably determines are necessary to meet current expenses of the Company, provided that, without the prior written approval of GECUSH from the date hereof to and including the Complete Indemnification Satisfaction Date, such amounts shall not exceed $100,000 in the aggregate.
Sample 1

Examples of Permitted Working Capital in a sentence

  • The Permitted Working Capital Debt may be secured against the Collateral provided that the security thereunder is expressly subordinated to the security provided under the Security Agreements pursuant to an intercreditor agreement between the Persons extending such Indebtedness and the Buyer providing for such subordination and other customary provisions, all in form and substance satisfactory to the Buyer (any such security, and the “Permitted Working Capital Security”).

  • On the Closing Date, Company and its Subsidiaries shall have repaid in full all Indebtedness, if any, described in clauses (i) and (iii) of the definition of such term, excluding the Permitted Working Capital Facility, the First-Lien Term Loan and the Second-Lien Term Loan.

  • The proceeds of the Initial Term Loans will be used to refinance the Existing Specified Indebtedness with any excess for working capital, Permitted Acquisitions, permitted capital expenditures, other general corporate purposes and to pay fees and expenses incurred in connection with this Agreement and the amendment to the Permitted Working Capital Facility of even date herewith.

  • No Credit Party shall, nor shall it permit any of its Subsidiaries to amend, waive or otherwise change the terms of the Permitted Working Capital Facility, except in accordance with the terms of the Working Capital Intercreditor Agreement; provided, that the Credit Parties shall not be permitted to amend the Permitted Working Capital Facility in a manner that materially and adversely affects the Credit Parties or the Lenders.

  • On the Closing Date, Company and its Subsidiaries shall have delivered to Collateral Agent and Administrative Agent all documents or instruments necessary to release all Liens, if any, securing such Indebtedness, except Liens pursuant to the Permitted Working Capital Facility, the First-Lien Term Loan and the Second-Lien Term Loan.

  • Each Company shall, at any time that Chattel Paper and Receivables are not pledged to a Permitted Working Capital Financier, legend, in form and manner reasonably satisfactory to the Collateral Agent, all Chattel Paper and Receivables Records with an appropriate reference to the fact that the Chattel Paper and all other Receivables have been assigned to the Collateral Agent for the benefit of the Secured Parties and that the Collateral Agent has a security interest therein.

  • Both this proposed solution and the RFC7050[1] share the same delivery platform, the DNS, so they share some of the common features.

  • The proposal must include a cover letter that identifies the proposing firm/organization, mailing address, contact person, and telephone number.

  • On the Closing Date, Company and its Subsidiaries shall have repaid in full all Indebtedness, if any, described in clauses (i) and (iii) of the definition of such term, excluding the Permitted Working Capital Facility and the Junior-Lien Term Loans.

  • No Loan Party maintains, or has caused the Depositary Bank or any other Person to maintain, any accounts other than the Collateral Accounts, any Permitted Working Capital Facility Account and any other account permitted under the Financing Documents.


More Definitions of Permitted Working Capital

Permitted Working Capital means any amounts that the Managing Member reasonably determines are necessary to meet current expenses of the Company, provided that such amounts shall not exceed $100,000 in the aggregate.
Sample 1

Related to Permitted Working Capital

  • Adjusted Working Capital means the remainder of (a) the consolidated current assets of the Obligors minus the amount of cash and cash equivalents included in such consolidated current assets, minus (b) the consolidated current liabilities of the Obligors minus the amount of consolidated short-term Debt (including current maturities of long-term Debt) of the Obligors included in such consolidated current liabilities.

  • Working Capital means, on any date, Current Assets less Current Liabilities.

  • Consolidated Working Capital at any date, the excess of Consolidated Current Assets on such date over Consolidated Current Liabilities on such date.

  • Base Working Capital means negative USD$250,000 in aggregate for the Target Entities.

  • Net Working Capital means, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.

  • Actual Working Capital has the meaning set forth in Section 2.7(a).

  • Target Working Capital means $0.

  • Estimated Working Capital has the meaning set forth in Section 2.3(a).

  • Closing Working Capital means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined as of the close of business on the Closing Date.

  • Final Working Capital has the meaning set forth in Section 2.4(b)(iii).

  • Target Net Working Capital means $0.

  • Closing Net Working Capital means the Net Working Capital as of the open of business on the Closing Date.

  • Final Net Working Capital shall have the meaning set forth in Section 2.3(b)(ii).

  • Working Capital Assets has the meaning as set forth in the Recitals of this Agreement.

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Permitted Acquisitions (i) Any Acquisition by the Borrowers where (a) the business or division acquired is substantially similar or materially related to, or the Person acquired is engaged in a business or businesses substantially similar or materially related to, any of the businesses engaged in by the Borrowers on the Closing Date, (b) immediately before and after giving effect to such Acquisition, no Default or Event of Default shall exist, (c) the Borrowers have Availability of not less than $10,000,000 after making such Acquisition, (d) the total consideration to be paid by the Borrowers in connection with such Acquisition does not exceed $25,000,000 for any one such Acquisition, or $50,000,000 in the aggregate in any fiscal year of the Borrowers, (e) immediately after giving effect to such Acquisition, the Borrowers are in pro forma compliance with all the financial ratios and restrictions set forth in Sections 6.17 and 6.18, (f) the Senior Leverage Ratio, both on a pro forma basis reflecting consummation of the Acquisition under consideration and as of the last day of the fiscal quarter ending immediately prior to the consummation of such Acquisition, is less than the maximum allowed Senior Leverage Ratio less 0.25, (g) in the case of the Acquisition of any Person, the Board of Directors of such Person has approved such Acquisition, (h) reasonably prior to such Acquisition, the Agent shall have received drafts of each material document, instrument and agreement to be executed in connection with such Acquisition together with all lien search reports and lien release letters and other documents as the Agent may reasonably require to evidence the termination of Liens on the assets or business to be acquired upon consummation thereof, (i) not less than ten Business Days prior to such Acquisition, the Agent shall have received an acquisition summary with respect to the Person and/or business or division to be acquired, such summary to include a reasonably detailed description thereof (including financial information) and operating results (including financial statements for the most recent 12 month period for which they are available and as otherwise available), the material terms and conditions, including material economic terms, of the proposed Acquisition, and the calculation of Pro Forma EBITDA relating thereto, (j) consents shall have been obtained in favor of the Agent and the Banks to the collateral assignment of rights and indemnities under the related acquisition documents and (if delivered to the Borrowers) opinions of counsel for the selling party in favor of the Agent and the Banks shall have been delivered, and (k) the provisions of Section 6.5 have been satisfied; (ii) any Acquisition by the Borrowers that does not satisfy all of the conditions described in subclauses (a) through (k) of clause (i) of the definition of Permitted Acquisitions but does satisfy the conditions described in subclauses (b), (c), (e), (g), (h) and (k) of clause (i) of the definition of Permitted Acquisitions and the total consideration to be paid by the Borrowers in connection with such Acquisition does not exceed $2,500,000 for any one Acquisition or $5,000,000 in the aggregate in any fiscal year; or (iii) any other Acquisition consented to in writing by the Majority Banks. For purposes of the foregoing, “total consideration” shall mean, without duplication, cash or other consideration paid, the fair market value of property or stock exchanged (or the face amount, if preferred stock) other than common stock of the Borrowers’ Agent, the total amount of any deferred payments or purchase money debt, all Seller Indebtedness, and the total amount of any Indebtedness assumed or undertaken in such transactions.

  • Working Capital Units shall have the meaning given in the Recitals hereto.

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).

  • Adjusted Consolidated Working Capital means, at any time, Consolidated Current Assets (but excluding therefrom all cash and Cash Equivalents) less Consolidated Current Liabilities at such time.

  • Estimated Net Working Capital shall have the meaning set forth in Section 2.3(a).

  • Net Working Capital Target means $0.00.

  • Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).

  • Working Capital Facility means, at any time, the aggregate amount of the Working Capital Lenders' Working Capital Commitments at such time.

  • Consolidated Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • Working Capital Target means $0.