Post-Closing Non-Pass Through Revenue definition

Post-Closing Non-Pass Through Revenue means, for the First Earn-Out Period and the Second Earn-Out Period, as the case may be, the ordinary course gross revenues of Buyer generated from the Subject Products and Services during such period, as determined in accordance with GAAP, as applied by Buyer in its regularly prepared financial statements, net of: (1) any refunds, credits or rebates provided to AutoNation, Carvana and Vroom, as applicable, at any time, including, without limitation, during or after the First Earn-Out Period and/or the Second Earn-Out Period; and (2) any amounts outstanding and uncollected for sixty (60) calendar days as of the end of the First Earn-Out Period or the Second Earn-Out Period, as the case may be; provided, however, that “Post-Closing Non-Pass Through Revenue” shall exclude: (I) any Pass Through Revenue; (II) any revenues generated from any products and/or services of any stand-alone or add-on products or services offered by Buyer or any of its Affiliates, or contained in any of Buyer’s or any of its Affiliates’ product and/or service lines, on or after the Closing if such products/services do not constitute Subject Products and Services; and (III) any revenues generated from products and/or services related to the business or assets of any other business or entity acquired (including, without limitation, pursuant to a purchase of capital stock, a merger, share exchange, consolidation or acquisition of assets) by Buyer or any of its Affiliates after the Closing Date even if such products and/or services would constitute Subject Products and Services.
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Post-Closing Non-Pass Through Revenue has the meaning set forth in Section 2.6(c)(vii).
Sample 1

Examples of Post-Closing Non-Pass Through Revenue in a sentence

  • Within ninety (90) calendar days after the end of the twelve (12) month period beginning on the first calendar day after the Closing Date (the “First Earn-Out Period”), Buyer shall prepare and deliver to the Company (or Basha) a statement setting forth the determination of the Post-Closing Non-Pass Through Revenue during the First Earn-Out Period and the amount of the First Earn-Out Payment, if any (the “First Earn-Out Statement”).

  • Within ninety (90) calendar days after the end of the twelve (12) month period beginning on the first calendar day after the expiration of the First Earn-Out Period (the “Second Earn-Out Period”), Buyer shall prepare and deliver to the Company (or Basha) a statement setting forth the determination of the Post-Closing Non-Pass Through Revenue during the Second Earn-Out Period and the amount of the Second Earn-Out Payment, if any (the “Second Earn-Out Statement”).

Related to Post-Closing Non-Pass Through Revenue

  • Class H Pass-Through Rate With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage Rate.

  • Class A-S Pass-Through Rate With respect to any Distribution Date, a per annum rate equal to 3.7770%.

  • Pass-Through Expenses means reasonable and actual out-of-pocket expenses incurred by Contractor for equipment, materials, supplies or other Services provided to LAUSD, but not including Contractor’s overhead costs, administrative expenses or other mark-ups.

  • Class B-2 Pass-Through Rate For the first Distribution Date, 5.38000% per annum. For any Distribution Date thereafter, the lesser of (i) One-Month LIBOR plus the Class B-2 Margin, and (ii) the Net Rate Cap for such Distribution Date.

  • Class A-AB Pass-Through Rate For any Distribution Date, a per annum rate equal to 3.0420%.

  • Net WAC Pass-Through Rate With respect to the Class A-1 Certificates and any Distribution Date, a rate per annum (adjusted for the actual number of days elapsed in the related Interest Accrual Period) equal to the product of (i) twelve and (ii) a fraction, expressed as a percentage, the numerator of which is the amount of interest which accrued on the Group I Mortgage Loans in the prior calendar month minus the fees payable to the Servicer, the Master Servicer and the Credit Risk Manager with respect to the Group I Mortgage Loans for such Distribution Date and the Group I Allocation Percentage of any Net Swap Payment payable to the Swap Provider and Swap Termination Payment payable to the Swap Provider which was not caused by the occurrence of a Swap Provider Trigger Event, in each case for such Distribution Date and the denominator of which is the aggregate principal balance of the Group I Mortgage Loans as of the last day of the immediately preceding Due Period (or as of the Cut-off Date with respect to the first Distribution Date). For federal income tax purposes, the economic equivalent of such rate shall be expressed as the weighted average of (adjusted for the actual number of days elapsed in the related Interest Accrual Period) the REMIC II Remittance Rate on REMIC II Regular Interest I-GRP, weighted on the basis of the Uncertificated Balance of such REMIC II Regular Interest. With respect to the Class A-2 Certificates and any Distribution Date, a rate per annum (adjusted for the actual number of days elapsed in the related Interest Accrual Period) equal to the product of (i) twelve and (ii) a fraction, expressed as a percentage, the numerator of which is the amount of interest which accrued on the Group II Mortgage Loans in the prior calendar month minus the fees payable to the Servicer, the Master Servicer and the Credit Risk Manager with respect to the Group II Mortgage Loans for such Distribution Date and the Group II Allocation Percentage of any Net Swap Payment payable to the Swap Provider and Swap Termination Payment payable to the Swap Provider which was not caused by the occurrence of a Swap Provider Trigger Event, in each case for such Distribution Date and the denominator of which is the aggregate principal balance of the Group II Mortgage Loans as of the last day of the immediately preceding Due Period (or as of the Cut-off Date with respect to the first Distribution Date). For federal income tax purposes, the economic equivalent of such rate shall be expressed as the weighted average of (adjusted for the actual number of days elapsed in the related Interest Accrual Period) the REMIC II Remittance Rate on REMIC II Regular Interest II-GRP, weighted on the basis of the Uncertificated Balance of such REMIC II Regular Interest. With respect to the Mezzanine Certificates and any Distribution Date a rate per annum equal to the weighted average (weighted in proportion to the results of subtracting from the Scheduled Principal Balance of each loan group, the Certificate Principal Balance of the related Class A Certificates), of (i) the Net WAC Pass-Through Rate for the Class A-1 Certificates and (ii) the Net WAC Pass-Through Rate for the Class A-2 Certificates. For federal income tax purposes, the economic equivalent of such rate shall be expressed as the weighted average of (adjusted for the actual number of days elapsed in the related Interest Accrual Period) the REMIC II Remittance Rates on (a) REMIC II Regular Interest I-SUB, subject to a cap and a floor equal to the REMIC II Remittance Rate on REMIC II Regular Interest I-GRP, and (b) REMIC II Regular Interest II-SUB, subject to a cap and a floor equal to the REMIC II Remittance Rate on REMIC II Regular Interest II-GRP, weighted on the basis of the Uncertificated Balance of each such REMIC II Regular Interest.

  • Class F Pass-Through Rate For any Distribution Date, a per annum rate equal to 2.7500%.

  • Class E Pass-Through Rate For any Distribution Date, a per annum rate equal to 2.00000%.

  • Class C Pass-Through Rate For any Distribution Date, a per annum rate equal to the WAC Rate for such Distribution Date.

  • Class B-1 Pass-Through Rate For the first Distribution Date, 4.83000% per annum. For any Distribution Date thereafter, the lesser of (i) One-Month LIBOR plus the Class B-1 Margin, and (ii) the Net Rate Cap for such Distribution Date.

  • Class X-D Pass-Through Rate For any Distribution Date, the weighted average of the Class X Strip Rates for the Class X-D Components for such Distribution Date (weighted on the basis of the respective Component Notional Amounts of such Components outstanding immediately prior to such Distribution Date).

  • Class X-A Pass-Through Rate For any Distribution Date, the weighted average of Class X Strip Rates for the Class X-A Components for such Distribution Date (weighted on the basis of the respective Component Notional Amounts of such Components outstanding immediately prior to such Distribution Date).

  • Class A Pass-Through Rate As to the Class A-1 and Class A-R Certificates, the Class A Fixed Pass-Through Rate. The Class A-PO Certificates are not entitled to interest and have no Class A Pass-Through Rate.

  • Pass-through entity means a partnership not treated as an association taxable as a C corporation for federal income tax purposes, a limited liability company not treated as an association taxable as a C corporation for federal income tax purposes, an S corporation, or any other class of entity from which the income or profits of the entity are given pass-through treatment for federal income tax purposes. "Pass-through entity" does not include a trust, estate, grantor of a grantor trust, or disregarded entity.

  • Group I Basic Principal Distribution Amount With respect to any Distribution Date, the excess of (i) the Group I Principal Remittance Amount for such Distribution Date over (ii)(a) the Overcollateralization Release Amount, if any, for such Distribution Date multiplied by (b) the Group I Allocation Percentage.

  • Class A Fixed Pass-Through Rate As to any Distribution Date, the rate per annum set forth in Section 11.01.

  • Basic Principal Distribution Amount With respect to any Distribution Date, the excess of (i) the Principal Remittance Amount for such Distribution Date over (ii) the Excess Subordinated Amount, if any, for such Distribution Date.

  • Class G Pass-Through Rate For any Distribution Date, a per annum rate equal to the WAC Rate for such Distribution Date.

  • Class X-B Pass-Through Rate For any Distribution Date, the Class X Strip Rate for the Class X-B Component for such Distribution Date.

  • Group II Basic Principal Distribution Amount With respect to any Distribution Date, the excess of (i) the Group II Principal Remittance Amount for such Distribution Date over (ii)(a) the Overcollateralization Release Amount, if any, for such Distribution Date multiplied by (b) the Group II Allocation Percentage.

  • Class D Pass-Through Rate For any Distribution Date, a per annum rate equal to 2.00000%.

  • Completion Payment means the payment for the 20% of the Charges for each Apprenticeship that under the ESFA Rules is only paid once an Apprentice takes their end point assessment, including as the case may be Apprenticeships funded by Transferred Levy Funds;

  • Class B-3 Pass-Through Rate For the first Distribution Date, 4.120% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class B-3 Margin, (2) the Weighted Maximum Rate Cap and (3) the Available Funds Cap for such Distribution Date.

  • 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.

  • Class B Pass-Through Rate As to any Distribution Date, 6.500% per annum.

  • Special Pass-Through Entity means a grantor trust, S corporation, or partnership (as determined, in each case, for Federal income tax purposes) where more than 50% of the value of any beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest in the Retained Note.