Calculation of Consolidated EBITDA. Consolidated EBITDA shall be calculated for any period by including the actual amount for such period, including the Consolidated EBITDA attributable to Acquisitions permitted hereunder and occurring during such period and (to the extent otherwise included in Consolidated Net Income) excluding the Consolidated EBITDA attributable to Permitted Dispositions of assets occurring during such period on a pro forma basis for the period from the first day of the applicable period through the date of the closing of each such permitted Acquisition or Permitted Disposition, utilizing (a) where available or required pursuant to the terms of this Agreement, historical audited and/or reviewed unaudited financial statements obtained from the seller, broken down by fiscal quarter in the Company’s reasonable judgment or (b) unaudited financial statements (where no audited or reviewed financial statements are required pursuant to the terms of this Agreement) reviewed internally by the Company, broken down in the Company’s reasonable judgment; provided, however, that any such pro forma adjustment of Consolidated EBITDA shall not result in an increase of more than 10% of Consolidated EBITDA prior to such adjustment, unless the Company provides to the Administrative Agent (y) the supporting calculations for such adjustment and (z) such other information as the Administrative Agent may reasonably request to determine the accuracy of such calculations.
Calculation of Consolidated EBITDA. Consolidated Operating Income $
Calculation of Consolidated EBITDA. Consolidated EBITDA is defined as follows with respect to any Person for any period of four consecutive Fiscal Quarters:
Calculation of Consolidated EBITDA. Consolidated Operating Income $___________ (i) minus any gains or plus any losses on sales and impairments of assets, to the extent included in Consolidated Operating Income; $________________
Calculation of Consolidated EBITDA. Consolidated EBITDA shall be calculated on a rolling four quarters basis, adjusted for any acquisition completed during the quarter most recently ended."
Calculation of Consolidated EBITDA. As of the last day of the period of four consecutive fiscal quarters ending as of the Statement Date, Consolidated Net Income for such period: $ _______________
Calculation of Consolidated EBITDA. In the calculation of Consolidated EBITDA for any period, the non-cash portion of any charges and expenses recorded by Borrower that are recorded pursuant to FAS 142--Goodwill Impairment Writedowns and specifically related to write-downs for goodwill impairment shall not be considered in making such calculation.
Calculation of Consolidated EBITDA. The Required Lenders and the Borrower hereby agree that any Consolidated EBITDA attributable to any Ventas Facility shall be excluded from the calculation of Consolidated EBITDA upon consummation of the Ventas Facilities Purchase.
Calculation of Consolidated EBITDA. The charge taken by the Borrower in the fiscal quarter ending March 31, 2003, in an amount not in excess of $2,500,000, in respect of employee severance costs shall, to the extent deducted in computing Consolidated Net Income, be added to Consolidated Net Income for purposes of calculating Consolidated EBITDA in respect of any period including such fiscal quarter.
(l) Amendment of Schedule 2.01. Schedule 2.01 of the Credit Agreement is amended by revising the amounts of the Tranche E Commitments of each Tranche E Lender to be as set forth on Exhibit A to this Amendment.
Calculation of Consolidated EBITDA. Consolidated EBITDA is calculated as follows:
A. Net income (or loss) for the applicable period of measurement of Borrowers and their respective Subsidiaries (together with the other Persons whose income or loss is taken into account as provided below in determining Consolidated EBITDA) on a consolidated basis determined in accordance with GAAP, without duplication of any item described below (and the term “duplication” shall include any cash reimbursement for any loss or expense or other item for which an add-back is provided below), to the extent taken into account in the calculation of net income (or loss) for such period.
(a) less the income (or plus the loss) of any Person (other than Holdings) which is not a Subsidiary of a Borrower or any of its Subsidiaries, except to the extent of the amount of dividends or other distributions actually paid to a Borrower or any of its Subsidiaries in cash or Cash Equivalents by such Person and the payment of dividends or similar distributions by that Person was not at the time subject to the consent of a third party or prohibited by operation of the terms of its charter or of any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Person
(b) less the income (or plus the loss) of any Person accrued prior to the date it becomes a Subsidiary of a Borrower or is merged into or consolidated with a Borrower or any of its Subsidiaries or that Person’s assets are acquired by a Borrower or any of its Subsidiaries
(c) less the proceeds of any insurance (other than business interruption insurance)
(d) less gains (or plus losses) from the sale, exchange, transfer or other disposition of Property not in the ordinary course of business of the Borrowers and their Subsidiaries, and related tax effects in accordance with GAAP
(e) less any other extraordinary gains (or plus any other extraordinary losses) of the Borrowers and their Subsidiaries, and related tax effects in accordance with GAAP
(f) less income tax refunds received, in excess of income tax liabilities
(g) less income (or plus the loss) from the early extinguishment of Indebtedness, net of related tax effects
B. Total exclusions from (additions to) net income (sum of (a)-(g) above) Plus, without duplication, to the extent already taken into account in the calculation of net income (or loss) for such period (and the term “duplication” shall include any cash reimbursement for any loss or expense or other item for wh...
