2006 EBITDA Sample Clauses

2006 EBITDA. Seven (7) Business Days prior to the Closing Date, Seller shall deliver to Purchaser its good faith calculation of the 2006 EBITDA (the “2006 EBITDA Calculation”). Within five (5) Business Days following receipt of the 2006 EBITDA Calculation, Purchaser may object in good faith to the 2006 EBITDA Calculation by giving written notice to Seller setting forth in reasonable detail: (i) the specific amount to which Purchaser objects, (ii) the reasons for Purchaser’s objection (which shall be based on GAAP) and (iii) Purchaser’s proposed adjustments to Seller’s calculation (“Purchaser’s Estimate EBITDA Objection”). If Purchaser fails to object to the 2006 EBITDA Calculation within such five (5) Business Day period, Purchaser will be deemed to have conclusively agreed with and shall be bound by the 2006 EBITDA Calculation for the purposes of Section 3.3.1(b), and the Purchase Price will be adjusted as set forth in Section 3.3.1(b) based on the 2006 EBITDA Calculation. If Purchaser objects to the 2006 EBITDA Calculation, Seller and Purchaser shall confer in good faith following Seller’s receipt of Purchaser’s Estimate EBITDA Objection for the Estimate Resolution Period to attempt to reach agreement regarding the disputed amount (the “Disputed Amount”). If Seller and Purchaser reach agreement during the Estimate Resolution Period, the Purchase Price will be adjusted as set forth in Section 3.3.1 based on the agreed upon 2006 EBITDA Calculation. If Seller and Purchaser are unable to reach agreement during the Estimate Resolution Period with respect to the Disputed Amount, (a) the Purchase Price will be adjusted based on the agreed upon 2006 EBITDA Calculation and (b) Seller and Purchaser will resolve any outstanding disagreement regarding the Disputed Amount following the Closing in accordance with the procedures set forth in Section 3.2.2(b).
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2006 EBITDA. The Purchase Price shall be decreased at Closing, by the amount, if any, determined by the product of (i) seven and one-half (7.5) times (ii) the 2006 EBITDA Deficiency. Any adjustment to the Purchase Price pursuant to this Section 3.3.1(b) shall be reflected in the principal amount of the Note delivered by Purchaser at Closing pursuant to Section 3.1.1.
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2006 EBITDA. The Purchase Price shall be decreased, by the amount, if any, determined by the product of (i) seven and one-half (7.5) times (ii) the Final 2006 EBITDA Deficiency. To the extent that the Purchase Price calculated pursuant to this Section 3.3.2(b) is less than the Purchase Price paid pursuant to Section 3.1, Seller shall owe Purchaser an amount equal to such deficiency. To the extent the Purchase Price calculated pursuant to this Section 3.3.2(b) is greater than the Purchase Price paid pursuant to Section 3.1.2, Purchaser shall owe Seller an amount equal to such excess. Any adjustment based on this Section 3.3.2(b) to the Purchase Price paid at Closing shall be made by automatically amending the Note in accordance with its terms to increase or decrease the principal amount thereof, as applicable.
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2006 EBITDA. 2006 EBITDA shall be equal to or greater than $30,000,000 (giving effect to the up to $5 million of exclusions contemplated by this Agreement).
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Related to 2006 EBITDA

  • EBITDA The term “EBITDA” shall mean, with respect to any fiscal period, “Consolidated EBITDA” as defined in the Credit Agreement, provided that the following should also be excluded from the calculation of EBITDA to the extent not already excluded from the calculation of Consolidated EBITDA under the Credit Agreement: (i) Non-Cash Charges (as defined in the Credit Agreement) related to any issuances of equity securities; (ii) fees and expenses relating to the Acquisition; (iii) financing fees (both cash and non-cash) relating to the Acquisition; (iv) covenant-not-to-compete payments to certain members of the Company’s senior management and related expenses; (v) expenses (or any portion thereof) incurred outside of the ordinary course of business that are approved by the Board which the Board determines in its good faith discretion are in the best interest of the Company but which will have a disproportionately adverse impact on the Company’s short term financial performance, affecting the Company’s ability to achieve financial targets related to the vesting of the Class C Units under the Incentive Unit Subscription Agreements or the Company’s annual bonus plan; (vi) costs and expenses incurred in connection with evaluating and consummating acquisitions not contemplated by the Company’s annual plan, as such plan is approved by the Board in good faith; (vii) related party expenditures that are subject to the prior written consent of the Majority Executives pursuant to Section 2.3(a) of the Securityholders Agreement but have failed to receive such consent; (viii) advisors’ fees and expenses incurred outside the ordinary course of business related solely to Vestar’s activities that are unrelated to the Company; (ix) costs associated with any put option or call option contemplated by any Rollover Subscription Agreement or Incentive Unit Subscription Agreement; (x) costs associated with any proposed initial Public Offering or Sale of the Company (as such terms are defined in the Securityholders Agreement); (xi) expenses related to any litigation arising from the Acquisition; (x) management fees and costs related to the activities giving rise to such fees that are paid to, paid for or reimbursed to Vestar and its Affiliates; and (xii) material expenditures or incremental expenditures inconsistent with prior practice (to the extent that prior practice is relevant) required by Board (where Management Managers (as defined in the Securityholders Agreement) unanimously dissent) unless such expenditures are reasonably likely to result in any benefit (whether economic or non-economic) to the Company as determined by the Board in its good faith discretion.

  • Adjusted EBITDA The 2019 adjusted EBITDA for the Affiliated Club Sellers shall total an aggregate of not less than $10,700,000.

  • Consolidated EBITDA With respect to any period, an amount equal to the EBITDA of REIT and its Subsidiaries for such period determined on a Consolidated basis.

  • Minimum Consolidated EBITDA The Borrower will not permit Modified Consolidated EBITDA, for any Test Period ending at the end of any fiscal quarter of the Borrower set forth below, to be less than the amount set forth opposite such fiscal quarter: Fiscal Quarter Amount September 30, 1997 $36,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,000

  • Minimum Adjusted EBITDA Borrower shall maintain a minimum trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), as of such test date, of at least the greater of (a) $75,000,000 and (b) an amount equal to 75% of the trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), for the immediately preceding six-month period, tested semi-annually, commencing September 30, 2024, and continuing on each subsequent March 31 and September 30.

  • Funded Debt to EBITDA Section 10.2 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

  • Funded Debt to EBITDA Ratio To maintain on a consolidated basis a ratio of Funded Debt to EBITDA not exceeding 2.0:1.0.

  • Minimum EBITDA Section 9.23(c) of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

  • Total Net Leverage Ratio Holdings and its Restricted Subsidiaries, on a consolidated basis, shall not permit the Total Net Leverage Ratio on the last day of any Test Period to exceed the ratio set forth below opposite the last day of such Test Period:

  • Measurement Period In this Agreement, unless the contrary intention appears, a reference to:

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