Acquired EBITDA Sample Clauses

Acquired EBITDA. With respect to the twelve (12) month period following the closing of a Permitted Acquisition, the maximum, stipulated, pro forma amount approved by the Agent and the Lenders which can be added to actual trailing twelve (12) month EBITDA.
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Acquired EBITDA. In determining Consolidated EBITDA for any period, there shall be (i) included in such Consolidated EBITDA all EBITDA attributable to any Person, business or assets acquired by (and thereafter owned by) the Borrower during such period and (ii) excluded from such Consolidated EBITDA all EBITDA attributable to any Person, business or assets disposed of by the Borrower during such period. For purposes hereof, the EBITDA attributable to any such acquired or disposed Person, business or assets prior to the date of acquisition or disposition thereof shall be determined in a manner consistent with the method for determining Consolidated EBITDA, but on a non-consolidated basis.
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Acquired EBITDA. A. Consolidated EBITDA of 4 (the “Acquired Person1”) for Subject Period): 3 Maximum applicable commencing at the end of the fiscal quarter during which the Commitments shall have been increased pursuant to Section 2.13 of the Credit Agreement (but Consolidated Leverage Ratio shall be calculated in each Compliance Certificate). 4 Insert name of any Person acquired by any Loan Party during Subject Period pursuant to a Permitted Acquisition. Calculation is subject to consent, verification and ultimate determination by Administrative Agent. Repeat this Section IV.A for any such additional Persons acquired during Subject Period; aggregate Acquired EBITDA for Subject Period to equal the sum of Line 14 from each lettered subsection of this Section IV. 1. Consolidated Net Income of Acquired Person 1 and its Subsidiaries for Subject Period: $ 2. To the extent deducted in calculating such Consolidated Net Income, Consolidated Interest Charges for Subject Period: $ 3. To the extent deducted in calculating such Consolidated Net Income, provision for Federal, state, local and foreign income taxes for Subject Period: $ 4. To the extent deducted in calculating such Consolidated Net Income, depreciation expenses for Subject Period: $ 5. To the extent deducted in calculating such Consolidated Net Income, amortization expenses for Subject Period: $ 6. To the extent deducted in calculating such Consolidated Net Income, (i) other non-recurring expenses, (ii) all non-cash charges, expenses or losses, (iii) severance, retention bonuses or other similar one-time compensation payments made to officers or employees, (iv) fees, costs and expenses incurred by Acquired Person 1 and its Subsidiaries in connection with the transactions contemplated by, or due pursuant to, the Agreement and the other Loan Documents, and (v) fees, costs and expenses incurred by Acquired Person 1 and its Subsidiaries in connection with any Investment, issuance of Equity Interests, Disposition of assets or Permitted Acquisition, in each case, whether or not consummated and to the extent not prohibited by the Agreement or the other Loan Documents, in the case of each of clauses (i) – (v), for Subject Period and as more particularly described below: $ Acquisition-related costs $ Amortization of acquired intangible assets (excluding amounts already included in amortization expense) $ Restructuring costs $ Share-based payment expenses (excluding amounts already included in amortization expense) $ Non-cash fore...
Sample 1
Acquired EBITDA. As of any date of determination with respect to any Acquired Person, the result for such period of (i) Net Income, plus (ii) depreciation, amortization, and all other non-cash charges that were deducted in arriving at Net Income for such period plus (iii) provisions for taxes based on income that were deducted in arriving at Net Income for such period, plus (iv) Interest Expense, all as determined in accordance with GAAP but said definition may be modified by discussion between Borrower and Lender, provided however, the final determination as to the definition of Acquired EBITDA shall be determined in the Lender’s sole and absolute discretion.
Sample 1

Related to Acquired EBITDA

  • 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.

  • 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.

  • 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.

  • Consolidated Senior Leverage Ratio As of the end of each fiscal quarter of the members of the Consolidated Group, the Consolidated Senior Leverage Ratio shall not be greater than the ratio set forth below: Fiscal Quarter End Ratio ------------------ ----- December 31, 2000 3.00:1.0 March 31, 2001 3.10:1.0 June 30, 2001 3.10:1.0 September 30, 2001 2.75:1.0 December 31, 2001 and thereafter 2.50:1.0 1.6 Clause (c) of Section 7.9 of the Credit Agreement is amended to read as follows:

  • Consolidated Fixed Charge Coverage Ratio Permit the Consolidated Fixed Charge Coverage Ratio as of the end of any Measurement Period ending as of the end of any fiscal quarter of the Borrower to be less than 1.25 to 1.00.

  • Consolidated Fixed Charges On any date of determination, the sum of (a) Consolidated Interest Expense for the period of two (2) fiscal quarters most recently ended annualized (both expensed and capitalized), plus (b) all of the principal due and payable and principal paid with respect to Indebtedness of REIT, the Borrower and their respective Subsidiaries during such period, other than any balloon, bullet or similar principal payment which repays such Indebtedness in full and any voluntary full or partial prepayments prior to stated maturity thereof, plus (c) all Preferred Distributions paid during such period, plus (d) the principal payment on any Capital Lease Obligations. Such Person’s Equity Percentage in the fixed charges referred to above of its Unconsolidated Affiliates and Subsidiaries of Borrower that are not Wholly Owned Subsidiaries shall be included (without duplication) in the determination of Consolidated Fixed Charges.

  • Minimum Consolidated Fixed Charge Coverage Ratio The Consolidated Fixed Charge Coverage Ratio shall not be less than 1.50 to 1.00, determined based on information for the most recent fiscal quarter annualized.

  • Consolidated Net Leverage Ratio Permit the Consolidated Net Leverage Ratio as of the end of any fiscal quarter of the Borrower to be greater than 4.50:1.00.

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