Prepayment Funds definition

Prepayment Funds means during the period from the Closing Date (as defined in the Purchase Agreement) until any and all amounts due under this Note have been fully paid and this Note has been extinguished, the amount that equals (A) 25% of the earnings before interest, taxes, depreciation and amortization (“EBITDA”) of the “Business” (as defined in the Purchase Agreement), calculated in accordance with generally accepted accounting principles, for the Company’s last four fiscal quarters preceding the Prepayment Funds calculation, minus (B) the sum of all interest payments paid by the Company to the Holder for the Note during the last 12 months preceding the Prepayment Funds calculation, minus (C) $1,200,000; provided, however, since the Prepayment Funds calculation is intended to cover a full twelve-month period, until the Prepayment Funds calculation period includes a full twelve-month period after the Closing Date, the calculation of the Prepayment Funds shall be adjusted for each of (A) and (B) by dividing the amount so calculated in such subsection by the number of days between the Closing Date and the end of such calculation period, and then multiplying such amount by 365.
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Prepayment Funds means (a) during the period from the Closing Date (as defined in the Purchase Agreement) until any and all amounts due under the Buyer Promissory Note have been fully paid and the Buyer Promissory Note has been extinguished, the amount that equals (i) 50% of the earnings before interest, taxes, depreciation and amortization (“EBITDA”) of the “Business” (as defined in the Purchase Agreement), calculated in accordance with generally accepted accounting principles, for the last four quarters preceding the Prepayment Funds calculation, minus (ii) the sum of all interest payments paid by the Issuer to the Lender for the Note during the last 12 months preceding the Prepayment Funds calculation, minus (iii) $1,200,000; and (b) during the period from the date the Buyer Promissory Note has been extinguished until this Note has been full paid and extinguished, the amount that equals (x) 100% of the EBITDA of the “Business” (as defined in the Purchase Agreement), calculated in accordance with generally accepted accounting principles, for the last four quarters preceding the Prepayment Funds calculation, minus (y) the sum of all interest payments paid by the Issuer to the Lender for the Note during the last 12 months preceding the Prepayment Funds calculation, minus (z) $1,200,000; provided, however, since the Prepayment Funds calculation is intended to cover a full twelve-month period, until the Prepayment Funds calculation period includes a full twelve-month period after the Closing Date, the calculation of the Prepayment Funds shall be adjusted for each of (a)(i) and (ii), and (b)(x) and (y) above, by dividing the amount so calculated in such subsection by the number of days between the Closing Date and the end of such calculation period, and then multiplying such amount by 365.
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Examples of Prepayment Funds in a sentence

  • The Mandatory Prepayment Funds shall first be applied to the Collective Facilities on a pro rata basis based on the principal amount, as of the date of the applicable prepayment, of outstanding Advances (as such term is defined herein or in the 2021 Term Loan Agreement, as applicable) in an amount equal to the Mandatory Commitment Reduction.

  • Such reports will contain details of the articles which have made use of the Prepayment Funds, as well as details of any other articles which were referred to the Prepayment Account.

  • The Company Prepayment Notice shall (x) state the date on which the applicable Company Prepayment shall occur (each a “Company Prepayment Date”) and (y) state the aggregate amount to be prepaid on this Note, which full amount shall be regarded as a repayment of the principal balance of this Note and shall not be utilized to offset any accrued unpaid interest then due on this Note, and (z) include a detailed calculation of the amount of the Prepayment Funds available for such quarter for the prepayment.

  • The Company shall prepay this Note under this Section 2(c) from time to time only if Prepayment Funds (as defined below) are available for such prepayment by delivering a written notice thereof to the Holder (the “Company Prepayment Notice” and the date the Holder receives such notice is referred to as the “Company Prepayment Notice Date”).

  • In the event that the Lender fails to place the Shares or the Prepayment Shares into escrow pursuant to the terms of this Escrow Agreement, Lender shall be declared in default, the Escrow Funds or the Prepayment Funds, as the case may be, shall be promptly returned to the Company and the Shares or the Prepayment Shares, as the case may be, will be deemed cancelled.

  • Upon receipt by the Escrow Agent of the Prepayment Funds and the Prepayment Shares, Escrow Agent shall release the Prepayment Funds to the Lender and the Prepayment Shares to the Company.

  • The Mandatory Prepayment Funds shall first be applied to the Collective Facilities on a pro rata basis based on the principal amount, as of the date of the applicable prepayment, of outstanding Advances (as such term is defined herein or in the Consolidated Credit Agreement, as applicable) in an amount equal to the Mandatory Commitment Reduction.

  • On termination for Publisher's material breach, the Publisher shall forthwith refund (i) the proportion of the Charges (excluding the Offset Amount) that represents the paid but unexpired part of the Term, and (ii) the Prepayment Funds remaining as of the date oftermination.

  • The Company shall determine no later than 20 days after the end of each Company fiscal quarter if Prepayment Funds are available for a Company Prepayment for such quarter, and if Prepayment Funds are deemed available, then the Company shall send the Company Prepayment Notice to the Holder no later than 30 days after the end of the respective Company fiscal quarter.

  • Pursuant to the Loan Agreement, no later than five (5) business days before any prepayment of the Loan, the Company shall deposit into escrow funds in an amount equal to the amount of the Loan to be prepaid (the "Prepayment Funds").