Closing Date Leverage Ratio definition

Closing Date Leverage Ratio means, the ratio of (a) Funded Debt as of the Closing Date after giving pro forma effect to the Transactions, to (b) Closing Date EBITDA.
Sample 1Sample 2Sample 3
Closing Date Leverage Ratio means (i) prior to the consummation of the Empire Acquisition, the Total Leverage Ratio as of the Closing Date, (ii) upon the consummation of the Empire Acquisition and the Borrowing under Delayed Draw Term Loan A Facility related thereto, the Closing Date Leverage Ratio shall be the Total Leverage Ratio as of the date of the consummation of the Empire Acquisition and (iii) upon each Borrowing under the Delayed Draw Term Loan B Facility, the Closing Date Leverage Ratio shall be calculated on a Pro Forma Basis and in accordance with Section 1.09.
Sample 1Sample 2Sample 3
Closing Date Leverage Ratio shall have the meaning given to such term in the Ares Term Loan Agreement, as in effect on the Closing Date.
Sample 1Sample 2

Examples of Closing Date Leverage Ratio in a sentence

  • The Closing Date Leverage Ratio shall be no greater than 2.75 to 1.00 and the Administrative Agent shall have received a duly completed certificate executed by a Responsible Officer of the Borrower setting forth a calculation of such Closing Date Leverage Ratio, in form and substance satisfactory to the Administrative Agent (including a reasonably detailed calculation of Closing Date EBITDA).

  • The Administrative Agent shall have received a compliance certificate in form acceptable to the Administrative Agent and executed by the chief executive officer or chief financial officer of the Borrower and reflecting a Closing Date Leverage Ratio of no greater than 1.50 to 1.00.

  • The US Administrative Agent shall have received an officer’s certificate executed by a Responsible Officer of the US Borrower, reflecting the Closing Date Leverage Ratio of no greater than 3.50 to 1.00, after giving pro forma effect to the Transactions.

  • The Administrative Agent shall have received a certificate substantially in the form of Exhibit G, certifying that the Closing Date Leverage Ratio determined on a pro forma basis after giving effect to the Transactions on the Effective Date and the use of proceeds thereof shall not exceed 6.20 to 1.0.

  • I have executed this Closing Date Leverage Ratio Certificate on the date first written above.

  • Closing Date Leverage Ratio.....................................................

  • The Administrative Agent shall have received an officer’s certificate executed by a Responsible Officer of the Borrower, reflecting the Closing Date Leverage Ratio of no greater than 3.75 to 1.00, after giving pro forma effect to the Transactions.

  • The Closing Date Leverage Ratio shall not be greater than 5.50 to 1.00.

  • The Administrative Agent shall have received an officer’s certificate executed by a Responsible Officer of the Borrower, reflecting the Closing Date Leverage Ratio of no greater than 2.75 to 1.00, after giving pro forma effect to the Transactions.


More Definitions of Closing Date Leverage Ratio

Closing Date Leverage Ratio means the Total Leverage Ratio on the 2021 Note Purchase Closing Date after giving effect to the transactions contemplated under the 2021 Note Purchase Documents.
Sample 1Sample 2
Closing Date Leverage Ratio means the ratio of (i) Consolidated Indebtedness (excluding for this purpose the Deferred Payment Obligation) of the Borrower as of the Closing Date to (ii) Consolidated EBITDA of the Borrower for the four consecutive fiscal quarter period ending on September 30, 2010, calculated on a Pro Forma Basis giving effect to the consummation of the Transactions.
Sample 1
Closing Date Leverage Ratio means, with respect to the four most-recent fiscal quarters of the Target ended not less than 45 days prior to the Effective Date, the ratio of total debt of the Target and its consolidated Subsidiaries on the last day of such period (as determined in accordance with GAAP) to Closing Date Target EBITDA for such period.
Sample 1Sample 2
Closing Date Leverage Ratio means the ratio of (a) the Consolidated Total Debt on the Effective Date, after giving pro forma effect to the Transactions and any Advances made on the Effective Date, less available and unencumbered cash (other than (i) Liens in favor of the Administrative Agent pursuant to Security Documents, and (ii) Liens in favor of the depository institution holding such deposit accounts arising solely by virtue of such depository institution’s standard account documentation or any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies burdening only such deposit accounts and only to the extent of any amounts owing in respect of such standard account documentation) of the Borrower and the Restricted Subsidiaries of the Borrower, to (b) the Consolidated EBITDA for the four-fiscal quarter period ended December 31, 2011.
Sample 1Sample 2

Related to Closing Date Leverage Ratio

  • Effective Leverage Ratio has the meaning set forth in the Statement.

  • Cash Flow Leverage Ratio means as of the last day of any calendar quarter the ratio of the Total Funded Debt as of such day to Adjusted EBITDA for the four calendar quarters then ended.

  • First Lien Net Leverage Ratio means, with respect to any Test Period, the ratio of (a) Consolidated First Lien Net Indebtedness as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.

  • First Lien Leverage Ratio means the ratio, as of any date, of (a) Consolidated First Lien Debt as of the last day of the Test Period then most recently ended to (b) Consolidated Adjusted EBITDA for the Test Period then most recently ended, in each case of the Borrower and its Restricted Subsidiaries on a consolidated basis.

  • Maximum Leverage Ratio shall have the meaning assigned thereto in the Pricing Side Letter.

  • Leverage Ratio means, on any date, the ratio of (a) Consolidated Total Indebtedness as of such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters of the Company most recently ended on or prior to such date.

  • Consolidated First Lien Net Leverage Ratio means, with respect to any Test Period, the ratio of (a) Consolidated First Lien Net Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.

  • Adjusted Leverage Ratio means, as of any date, the ratio of (a) Consolidated Total Funded Debt outstanding as of such date minus any Unrestricted Cash over $3,000,000 to (b) EBITDA for the period of four consecutive fiscal quarters ending on such date.

  • EBITDA Coverage Ratio defined as EBITDA divided by the aggregate of total interest expense plus the prior period current maturity of long-term debt and the prior period current maturity of subordinated debt.

  • Consolidated First Lien Leverage Ratio means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date that is secured on a first lien basis by assets or properties of Holdings or any Subsidiaries to (b) Consolidated EBITDA of Holdings and its Subsidiaries on a consolidated basis for the most recently completed Measurement Period.

  • Net Leverage Ratio means, at any time, the ratio of (a)(i) Consolidated Total Indebtedness at such time minus (ii) the Qualified Cash Amount to (b) Consolidated EBITDA for the most recently completed period of four fiscal quarters.

  • Cash Flow Coverage Ratio means, for any period, the ratio of (i) Adjusted Parent Operating Cash Flow for such period to (ii) Corporate Charges for such period.

  • Senior Net Leverage Ratio means, as of any date of determination, the ratio of (a) Senior Indebtedness on such date to (b) Consolidated Adjusted EBITDA for the period of four consecutive fiscal quarters of the Borrower ended on or prior to such time (taken as one accounting period) in which financial statements for each quarter or fiscal year in such period have been or were required to be delivered pursuant to Section 5.01(a) or (b) without giving effect to any grace period applicable thereto.

  • Net Total Leverage Ratio means on any date, the ratio of (A) (i) the sum of, without duplication, (x) the aggregate principal amount of any Consolidated Debt consisting of Loan Obligations outstanding as of the last day of the Test Period most recently ended as of such date (other than Excluded Transaction Debt) and (y) the aggregate principal amount of any other Consolidated Debt of the Borrower and its Subsidiaries as of the last day of such Test Period (other than Excluded Transaction Debt) less (ii) without duplication, the Unrestricted Cash and unrestricted Permitted Investments of the Borrower and its Subsidiaries as of the last day of such Test Period, to (B) EBITDA for such Test Period, all determined on a consolidated basis in accordance with GAAP; provided, that the Net Total Leverage Ratio shall be determined for the relevant Test Period on a Pro Forma Basis.

  • Secured Indebtedness Leverage Ratio means, with respect to any Person at any date, the ratio of (i) Secured Indebtedness of such Person and its Restricted Subsidiaries as of such date (determined on a consolidated basis in accordance with GAAP) to (ii) EBITDA of such Person for the four full fiscal quarters for which internal financial statements are available immediately preceding such date. In the event that the Company or any of the Restricted Subsidiaries Incurs or redeems any Indebtedness subsequent to the commencement of the period for which the Secured Indebtedness Leverage Ratio is being calculated but prior to the event for which the calculation of the Secured Indebtedness Leverage Ratio is made (the “Secured Leverage Calculation Date”), then the Secured Indebtedness Leverage Ratio shall be calculated giving pro forma effect to such Incurrence or redemption of Indebtedness as if the same had occurred at the beginning of the applicable four-quarter period; provided that the Company may elect, pursuant to an Officer’s Certificate delivered to the Trustee, that all or any portion of the commitment under any Secured Indebtedness as being Incurred at the time such commitment is entered into and any subsequent Incurrence of Indebtedness under such commitment shall not be deemed, for purposes of this calculation, to be the creation or Incurrence of a Lien at such subsequent time. For purposes of making the computation referred to above, Investments, acquisitions (including the Acquisition), dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and any operational changes that the Company or any of the Restricted Subsidiaries has either determined to make or made after the Issue Date and during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Secured Leverage Calculation Date (each, for purposes of this definition, a “pro forma event”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions (including the Acquisition), dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes (and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation, discontinued operation or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Secured Indebtedness Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, discontinued operation, merger, consolidation or operational change had occurred at the beginning of the applicable four-quarter period. For purposes of this definition, whenever pro forma effect is to be given to any pro forma event, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company. Any such pro forma calculation may include adjustments appropriate, in the reasonable good faith determination of the Company as set forth in an Officer’s Certificate, to reflect (1) net operating expense reductions and other net operating improvements or synergies reasonably expected to result from the applicable pro forma event (including, to the extent applicable, from the Transactions), and (2) all adjustments of the nature used in connection with the calculation of “Adjusted EBITDA” as set forth in footnote 5 to the “Summary historical and pro forma combined financial data” under “Summary” in the Offering Memorandum to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period.

  • Total Leverage Ratio means, on any date, the ratio of (a) Consolidated Total Debt as of such date to (b) Consolidated EBITDA for the Test Period as of such date.

  • Consolidated Senior Leverage Ratio means the ratio of Consolidated Senior Debt, determined as of the last day of any fiscal quarter of the Company, to Consolidated EBITDA for the period of 12 months ending on such last day.

  • Total Net Leverage Ratio means, as of any date of determination, the ratio, on a Pro Forma Basis, of (a) Consolidated Total Indebtedness as of such date to (b) Consolidated EBITDA for the most recently completed Test Period.

  • Consolidated Leverage Ratio means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for the most recently completed four fiscal quarters.

  • Consolidated Net Leverage Ratio means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date, minus unrestricted cash and Cash Equivalents of the Loan Parties on deposit with financial institutions located in the United States, not to exceed $75,000,000 to (b) Consolidated EBITDA of the Borrower and its Restricted Subsidiaries on a consolidated basis for the most recently completed Measurement Period.

  • Secured Net Leverage Ratio means, on any date, the ratio of (a) Consolidated Secured Net Debt as of such date to (b) Consolidated EBITDA for the Test Period as of such date.

  • Unencumbered Leverage Ratio means, as of any date of determination, the quotient (expressed as a percentage) of (a) Unsecured Indebtedness of Parent and its Subsidiaries, divided by (b) Unencumbered Asset Value.

  • Consolidated Secured Net Leverage Ratio means, as of any date of determination, the ratio of (a) Consolidated Total Debt as of such date that is then secured by Liens on property or assets of the Company and its Restricted Subsidiaries as of any date of determination to (b) EBITDA of the Company and its Restricted Subsidiaries for the most recently ended Test Period on or prior to such date, in each case with such pro forma adjustments as are consistent with the pro forma adjustments set forth in the definition of “Interest Coverage Ratio.”

  • Consolidated Total Leverage Ratio means, with respect to any Person as of any Applicable Calculation Date, the ratio of (x) Consolidated Total Indebtedness as of such date to (y) the aggregate amount of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the Applicable Calculation Date for which internal consolidated financial statements of the Issuer are available, in each case with such pro forma adjustments as are consistent with the pro forma adjustments set forth in the definition of “Fixed Charge Coverage Ratio.”

  • Consolidated Total Net Leverage Ratio means, with respect to any Test Period, the ratio of (a) Consolidated Total Net Debt as of the last day of such Test Period to (b) Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for such Test Period.

  • Consolidated Total Debt to Consolidated EBITDA Ratio means, as of any date of determination, the ratio of (a) Consolidated Total Debt as of the last day of the relevant Test Period to (b) Consolidated EBITDA for such Test Period.