Pro Forma Excess Availability Condition definition

Pro Forma Excess Availability Condition means that, for any date of calculation and with respect to any Specified Payment, Pro Forma Excess Availability shall equal or exceed the Trigger Amount; provided that such threshold amount shall be increased to the greater of (a) the Trigger Amount and (b) $225,000,000 with respect to any Specified Payment under Section 7.02(j) or (n), 7.03(n), or 7.05(f) in the event that the Lead Borrower shall have elected to include any Restricted Subsidiary that is a Foreign Subsidiary in the calculation of the Consolidated Fixed Charge Coverage Ratio required to be tested in such Sections; provided further, that with respect to any transaction consummated pursuant to Section 7.02(j) (solely to the extent the consideration for such Permitted Acquisition exceeds $25,000,000), 7.02(d)(v) or (n), or 7.03(n) (solely to the extent such transaction exceeds $15,000,000), satisfaction of such condition and any other financial tests in such section, shall be evidenced by a certificate from the Chief Financial Officer or other financial officer of the Lead Borrower demonstrating, in reasonable detail, satisfaction thereof, which certificate shall be delivered to the Administrative Agent prior to making any Specified Payment.
Sample 1Sample 2
Pro Forma Excess Availability Condition means, for any date of calculation with respect to any Specified Payment, the condition that (i) the Pro Forma Excess Availability following, and after giving Pro Forma Effect to, such Specified Payment, will equal or exceed 20.00% of the lesser of the Aggregate Commitments and the Borrowing Base; provided that such Pro Forma Excess Availability shall equal or exceed 25.00% of the lesser of the Aggregate Commitments and the Borrowing Base with respect to any Specified Payment permitted under Section 7.06(f) or 7.06(k) and (ii) only with respect to Specified Payments permitted under Section 7.06(f) or 7.06(k) or with respect to the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, the Consolidated Fixed Charge Coverage Ratio (calculated on a Pro Forma Basis) will for the most recently completed Test Period ending on or prior to such date of calculation be at least 1.05 to 1.0.
Sample 1Sample 2Sample 3
Pro Forma Excess Availability Condition means that, for any date of calculation and with respect to any Specified Payment, Pro Forma Excess Availability shall equal or exceed the Trigger Amount; provided that such threshold amount shall be increased to the greater of (a) the Trigger Amount and(b) $225,000,000 with respect to any Specified Payment under Section 7.02(j) or (n), 7.03(n), or 7.05(f) in the event that the Lead Borrower shall have elected to include any Restricted Subsidiary that is a Foreign Subsidiary in the calculation of the Consolidated Fixed Charge Coverage Ratio required to be tested in such Sections; provided further, that with respect to any transaction consummated pursuant to Section 7.02(j) (solely to the extent the consideration for such Permitted Acquisition exceeds $25,000,000), 7.02(d)(v) or (n), or 7.03(n) (solely to the extent such transaction exceeds $15,000,000), satisfaction of such condition and any other financial tests in such section, shall be evidenced by a certificate from the Chief Financial Officer or other financial officer of the Lead Borrower demonstrating, in reasonable detail, satisfaction thereof, which certificate shall be delivered to the Administrative Agent prior to making any Specified Payment.
Sample 1Sample 2

More Definitions of Pro Forma Excess Availability Condition

Pro Forma Excess Availability Condition means, for any date of calculation with respect to any Specified Payment, the Pro Forma Excess Availability both immediately before and immediately after giving Pro Forma Effect to such Specified Payment, will equal or exceed the Trigger Amount; provided that such threshold amount shall be increased to the greater of (a) the Trigger Amount and (b) $150,000,000 with respect to any Specified Payment under Section 7.02(j), 7.02(n), 7.03(n), 7.05(f), 7.06(k) or 7.12(a)(vi) in the event that the Lead Borrower shall have elected to include any Restricted Subsidiary that is a Foreign Subsidiary in the calculation of the Consolidated Fixed Charge Coverage Ratio required to be tested in such Sections; provided further, that with respect to any transaction consummated pursuant to Section 7.02(j) (solely to the extent the consideration for such Permitted Acquisition exceeds $25,000,000), 7.02(n), 7.03(e), 7.03(n) (solely to the extent such transaction exceeds $15,000,000) or 7.06(k), satisfaction of such condition and any other financial tests in such section, shall be evidenced by a certificate from the Chief Financial Officer or other financial officer of the Lead Borrower demonstrating, in reasonable detail, satisfaction thereof, which certificate shall be delivered to the Administrative Agent prior to making any Specified Payment.
Sample 1
Pro Forma Excess Availability Condition means, for any date of calculation with respect to any transaction or payment, the Pro Forma Excess Availability as of the date of, and after giving effect to, such transaction or payment, will be equal to or greater than fifteen (15%) percent of the lesser of (i) the then Aggregate Commitments, or (ii) the then Borrowing Base.
Sample 1
Pro Forma Excess Availability Condition means, for any date of calculation with respect to any Specified Payment, the condition that (i) the Pro Forma Excess Availability following, and after giving Pro Forma Effect to, such Specified Payment, will equal or exceed 20.00% of the lesser of the Aggregate Commitments and the Borrowing Base; provided that such threshold amount shall be (A) 15.00% of the lesser of the Aggregate Commitments and the Borrowing Base with respect to any Specified Payment permitted under Sections 7.02(o)(ii) (other than in respect of the proviso therefor), 7.06(k) (other than in respect of the proviso therefor) and 7.12(a)(v), (B) 17.50% of the lesser of the Aggregate Commitments and the Borrowing Base with respect to any Specified Payment permitted under Section 7.02(j)(v) and 7.03(h) and (C) 25.00% of the lesser of the Aggregate Commitments and the Borrowing Base with respect to any Specified Payment permitted under Section 7.06(f) and (ii) only with respect to Specified Payments permitted under Sections 7.03(f) and 7.06(f) or with respect to the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, the Consolidated Fixed Charge Coverage Ratio (calculated on a Pro Forma Basis) will for the most recently completed Test Period ending on or prior to such date of calculation be at least 1.00 to 1.0.
Sample 1

Related to Pro Forma Excess Availability Condition

  • Excess Availability means, as of any date of determination, the amount equal to Availability minus the aggregate amount, if any, of all trade payables of Borrower and its Subsidiaries aged in excess of historical levels with respect thereto and all book overdrafts of Borrower and its Subsidiaries in excess of historical practices with respect thereto, in each case as determined by Agent in its Permitted Discretion.

  • Average Excess Availability means, with respect to any period, the sum of the aggregate amount of Excess Availability for each Business Day in such period (calculated as of the end of each respective Business Day) divided by the number of Business Days in such period.

  • Required Availability means Excess Availability and unrestricted cash and Cash Equivalents in an amount of not less than $5,000,000.

  • Final Availability Date means the earlier of the Revolving Termination Date and one (1) Business Day prior to the date specified in clause (a) of the definition of Revolving Termination Date.

  • 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.

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

  • 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.

  • Undrawn Availability at a particular date shall mean an amount equal to (a) the lesser of (i) the Formula Amount, or (ii) the Maximum Revolving Advance Amount, minus the Maximum Undrawn Amount of all Letters of Credit, minus (b) the sum of (i) the outstanding amount of Revolving Advances, plus (ii) amounts due and owing to any Borrower’s trade creditors which are outstanding sixty (60) days or more past the due date thereof.

  • Pro Forma Debt Service means with respect to the Borrower and the Restricted Subsidiaries, on a consolidated basis, with respect to the next succeeding complete twelve (12) month period following the calculation date, and after giving effect to any Interest Rate Hedge Agreements and Eurodollar Advances, the amount of all (i) scheduled payments of principal on Indebtedness for Money Borrowed for such period (including imputed principal payments with respect to Capitalized Lease Obligations), determined on the basis of the aggregate amount of Indebtedness for Money Borrowed outstanding as of the date of calculation and giving effect to any mandatory reductions in the Commitments and the operation of the other terms of this Agreement (or other instruments or agreements governing Indebtedness for Money Borrowed) during such next succeeding twelve (12) month period, (ii) cash interest payable (including imputed interest with respect to Capitalized Lease Obligations) with respect to Indebtedness for Money Borrowed of such Persons, (iii) fees payable under this Agreement and the other Loan Documents (but specifically excluding fees paid during previous periods but amortized during such period in accordance with GAAP), and (iv) other payments (including fees) payable by such Persons during such period in respect of Indebtedness for Money Borrowed (other than voluntary prepayments under Section 2.7 hereof). For purposes of this definition, where interest payments for the twelve (12) month period immediately succeeding the calculation date are not fixed by way of Interest Rate Hedge Agreements, Eurodollar Advances, or otherwise for the entire period, interest shall be calculated on such Indebtedness for Money Borrowed for periods for which interest payments are not so fixed at the Eurodollar Basis (as determined on the date of calculation and based on the then current adjustment under Section 2.3(f) hereof) for a Eurodollar Advance having an Interest Period of twelve (12) months; provided, however, that if such Eurodollar Basis cannot be determined in the reasonable opinion of the Administrative Agent, such interest shall be calculated using the Base Rate Basis as then in effect.

  • Borrowing Availability means, as of any date of determination, the lesser of (i) the Maximum Amount and (ii) the Borrowing Base, in each case, less the sum of the aggregate Revolving Loan and Swing Line Loan then outstanding.

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

  • Pro Forma EBITDA means, for any period, the Consolidated EBITDA of the Issuer and the Restricted Subsidiaries, provided that for the purposes of calculating Pro Forma EBITDA for such period, if, as of such date of determination:

  • Quarterly Excess Available Funds Percentage means, with respect to the March 2008 Transfer Date and each Transfer Date thereafter, the percentage equivalent of a fraction the numerator of which is the sum of the Excess Available Funds Percentages with respect to the immediately preceding three Monthly Periods and the denominator of which is three.

  • Excess Available Funds Percentage means, with respect to any Transfer Date, the amount, if any, by which the Portfolio Yield for the preceding Monthly Period exceeds the Base Rate for such Monthly Period.

  • Average Availability means, with respect to any period, the sum of the aggregate amount of Availability for each Business Day in such period (calculated as of the end of each respective Business Day) divided by the number of Business Days in such period.

  • Borrowing Base Availability means, at the time of any determination, an amount equal to the lesser of the Borrowing Base at such time and the aggregate amount of the Commitments at such time.

  • 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.

  • 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.

  • Pro Forma Disposal Adjustment means, for any Test Period that includes all or a portion of a fiscal quarter included in any Post-Transaction Period with respect to any Sold Entity or Business, the pro forma increase or decrease in Consolidated EBITDA projected by the Borrower in good faith as a result of contractual arrangements between the Borrower or any Restricted Subsidiary entered into with such Sold Entity or Business at the time of its disposal or within the Post-Transaction Period and which represent an increase or decrease in Consolidated EBITDA which is incremental to the Disposed EBITDA of such Sold Entity or Business for the most recent Test Period prior to its disposal.

  • 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.

  • 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.

  • Non-Availability Charges has the meaning set forth in the CAISO Tariff.

  • 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.

  • Test Period on any date of determination, the period of four consecutive fiscal quarters of the Borrower (in each case taken as one accounting period) most recently ended on or prior to such date for which financial statements have been or are required to be delivered pursuant to Section 6.1.

  • 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.

  • 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.”