Calculating EBITDA Sample Clauses

Calculating EBITDA. For the avoidance of doubt, for the purposes of calculating EBITDA any profit achieved by any member of the Group as a result of a purchase, transfer or assignment of any Commitment or participation in any Utilisation under the Facilities Agreement shall not be taken into account.
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Calculating EBITDA. A. Budgeted EBITDA as used in this Plan shall be defined as the budgeted EBITDA approved by the Board.
Calculating EBITDA. A. EBITDA as used in this Plan shall be defined as the aggregate EBITDA for (i) each of the Company’s business units reduced by all corporate-level expenses (including legal fees) or (ii) the applicable division specified on the Statement reduced by all attributable expenses. Specifically, the Company’s EBITDA under the Plan shall be reduced by the amount of all excess incentive payments made under the Company’s incentive compensation plans. B. The Administrator, in his sole and absolute discretion, shall determine (i) the Company’s final EBITDA and (ii) any other target established under the Plan (e.g., departmental costs). The Administrator reserves the right to prevent any short-term financial manipulation of the Company that might adversely affect its long-term health. C. The Administrator may exclude extraordinary items and special situations from the calculation of the applicable EBITDA. Specifically, one-time gains from the sale of subsidiaries or other assets that are not reflected in the EBITDA target may be excluded from the calculation of the Company’s EBITDA. D. If extraordinary circumstances (such as market swings, management restrictions, audit results or accounting procedure changes) should affect the applicable EBITDA, the Administrator may review those effects to ensure that their impact is equitable to the participants and the Company under the terms of the Plan.
Calculating EBITDA. A. EBITDA (including rack amortization add-back) as used in this Plan shall be defined as net revenues from advertising, subscription, newsstand sales and all other ancillary revenues including, without limitation, list rental and consumer products, less the cost of goods sold and selling and general and administrative expenses of the magazine which includes any expense properly charged and applicable to the magazine and incurred in the normal course of business (including legal fees). In calculating such EBITDA, all (i) Incentive Payments made under the AMI Circulation Incentive Plan, the AMI EBITDA Incentive Plan and any other Incentive Plan and (ii) all commissions paid on advertising revenues shall be deducted. B. The Administrator shall determine the final EBITDA of a magazine in a good faith commercially reasonable manner. The Administrator reserves the right to prevent any short-term financial manipulation of any magazine that might adversely affect its long-term health. C. The Administrator, acting in a good faith commercially reasonable manner, may exclude extraordinary items and special situations from the calculation of EBITDA. Specifically, among other things, rate savings from paper prices and any renegotiation of printing contracts, promotion spending variances and changes in the cover price that are not reflected in the EBITDA target may be excluded from the calculation of EBITDA. D. If extraordinary circumstances either negative or positive (such as market swings, management restrictions, audit results or accounting procedure changes) should affect the EBITDA of a magazine, the Administrator may review those effects to ensure that their impact is equitable to the participants and American Media, Inc. under the terms of the Plan.

Related to Calculating 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.

  • 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.

  • 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:

  • Calculation Any figure or percentage referred to in this Agreement shall be carried to seven decimal places.

  • 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.

  • 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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