Annualized EBITDA—Calculation Sample Clauses

Annualized EBITDA—Calculation. EBITDA for the Test Period was calculated as follows, in each case as determined in accordance with GAAP: (i) Net Income for the Test Period $ plus (ii) Interest Charges of the Borrower and its Restricted Subsidiaries to the extent deducted in determining such Net Income $ plus (iii) (without duplication) the aggregate amount, if any, of federal and state taxes on or measured by income of the Borrower and its Restricted Subsidiaries (whether or not payable during the Test Period, and excluding any amount payable to the State of Connecticut under the Compact) to the extent deducted in determining such Net Income $ plus (iv) depreciation and amortization of Borrower and its Restricted Subsidiaries to the extent deducted in determining such Net Income $ plus (v) accretion expense with respect to the relinquishment liability, relinquishment liability re-assessments and all similar obligations of the Borrower and its Restricted Subsidiaries under the Relinquishment Agreement, in each case to the extent deducted in determining such Net Income $ plus (vi) to the extent deducted in determining such Net Income, the premium and related costs of tender offers and consent solicitations described in Section 9.09 of the Loan Agreement (including all such costs associated with the redemption of the Senior Notes) and the associated write off of unamortized debt issuance costs $ plus (vii) Pre-Opening Expenses of the Borrower and its Restricted Subsidiaries for the Test Period $ minus (viii) relinquishment fees earned under the Relinquishment Agreement during the Test Period $ minus (ix) accretion income with respect to the gain recorded in the fiscal year ended September 30, 2006 realized during the Test Period in connection with amendment of the purchase agreement for the purchase of the Pocono Downs Subsidiaries with Penn National Gaming, Inc. and certain of its affiliates $ equals EBITDA [(i)+(ii)+(iii)+(iv)+(v)+(vi)+(vii)—(viii)—(ix)] $ Annualized EBITDA equals EBITDA for the Test Period, provided that if, as of the Test Date, Mohegan Sun Phase III, Pocono Downs Phase I or Pocono Downs Phase II has then been open for business to gaming patrons for at least one full Fiscal Quarter, then its results of operations shall be included on an annualized basis for each of the first three full Fiscal Quarters after its respective opening, by determining the amount, if any, by which its results of operations increase EBITDA over that of Mohegan Sun or Pocono Downs, as applicable...
Sample 1
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Related to Annualized EBITDA—Calculation

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

  • 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 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.

  • Interest Expense Coverage Ratio The Borrower will not permit the ratio of (i) Consolidated EBITDA to (ii) Consolidated Cash Interest Expense for any period of four consecutive fiscal quarters to be less than 3.75 to 1.00.

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

  • 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:

  • Cash Flow Leverage Ratio The Borrower will not permit the Cash Flow Leverage Ratio on the last day of any fiscal quarter to exceed 3.50 to 1.00.

  • 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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