Calculation of EBITDA. (a) At least seven (7) days prior, but no earlier than fourteen (14) days prior, to the date expected to be the Closing Date as agreed between the Parties, Seller shall give Buyer written notice of (i) such expected date of the Closing and (ii) the amount, reasonably estimated by Seller, acting in good faith, of the EBITDA for the estimated Transition Services Term and the applicable EBITDA Positive Amount or EBITDA Negative Amount, as the case may be, based on the Closing Date occurring on the expected Closing date, together with such information regarding the calculation of such estimated amounts as Buyer may reasonably request. If Buyer identifies any error in any of the estimates used or computations undertaken by Seller, Buyer will promptly (and in any event within three (3) days after the receipt of such written notice from Seller) notify Seller of such error in writing with specificity (an “Error Notice”). If Buyer does not give such an Error Notice, the estimated amount of the EBITDA and the applicable EBITDA Positive Amount or EBITDA Negative Amount notified by Seller under this Section 3.7 shall be the EBITDA and applicable EBITDA Positive Amount or EBITDA Negative Amount, as the case may be, to be applicable under the Purchase Agreement for purposes of the calculation of the Purchase Price payable by Buyer at the Closing Date.
(b) If Buyer gives such Error Notice, the parties will promptly meet and review the estimates and computations and, if necessary, Seller will recalculate the EBITDA and applicable EBITDA Positive Amount or EBITDA Negative Amount, as the case may be, to correct any error so identified and agreed by Seller, and provide such recalculated amounts to Buyer for Buyer’s review pursuant to this Section 3.7. If the parties are not in agreement as to the estimates and computation of EBITDA and applicable EBITDA Positive Amount or EBITDA Negative Amount, as the case may be, at the time all other conditions to Closing have been satisfied or waived, the EBITDA and applicable EBITDA Positive Amount or EBITDA Negative Amount, as the case may be, under the Purchase Agreement shall be the last amounts estimated by Seller pursuant to this Section 3.7 (the “Closing EBITDA Amounts”); provided that, in the event that the amount in dispute between the parties with respect to the Closing EBITDA Amounts is greater than or equal to $100,000, then the parties agree that, as part of the Closing procedures under the Purchase Agreement, an amount equa...
Calculation of EBITDA. For purposes of lines 1(a) and 2(b) above, and line 4(b) below, Consolidated EBITDA is calculated as follows:
(a) Consolidated Net Income $____________
(b) plus Consolidated Interest Expense $____________
(c) plus federal, state and local taxes $____________
(d) plus depreciation, amortization and other non-cash charges $____________
(e) plus or minus extraordinary gains or losses $____________
(f) plus or minus discontinued operations gains or losses $____________
(g) plus or minus gains or losses from asset sales $____________
(h) plus or minus non-cash adjustments to stock investments $____________
(i) total adjustments (sum of lines 3(b) through 3(h)) $____________
(j) Consolidated EBITDA (line 3(a) plus line 3(i)) $____________
Calculation of EBITDA. For purposes of this Compliance Certificate, EBITDA for the Reported period has been calculated as follows:
Calculation of EBITDA. For the fiscal quarter ending June 30, 2006, EBITDA shall be measured by multiplying EBITDA for the three-month period then ended by four. For the fiscal quarter ending September 30, 2006, EBITDA shall be measured by multiplying EBITDA for the two quarters then ended by two. For the fiscal quarter ending December 31, 2006, EBITDA shall be measured by multiplying EBITDA for the three quarters then ended by 4/3. For fiscal quarters ending after December 31, 2006, EBITDA shall be EBITDA for the four-fiscal quarter period then ended. IN WITNESS THEREOF, I have hereto signed my name to this Compliance Certificate as of , 20___. MARINER ENERGY, INC., a Delaware corporation By: Name: Title: MARINER ENERGY RESOURCES, INC., a Delaware corporation By: Name: Title: THIS [AMENDED AND RESTATED] GUARANTY dated as of [date] (this “Guaranty”) is executed by [MARINER LP LLC][MARINER ENERGY TEXAS LP][Subsidiary], a [STATE] [FORM OF ORGANIZATION] (“Guarantor”) in favor of UNION BANK OF CALIFORNIA, N.A., as Administrative Agent for the ratable benefit of itself, the Issuing Lender, and the Lenders (each as defined below).
Calculation of EBITDA. (a) At any time that Prime Holdings' EBITDA is calculated pursuant to this Agreement, such calculation shall be prepared in accordance with the accounting practices of Prime Holdings and its subsidiaries in effect on the Closing Date including the pre-need accounting and business practices as set forth in Schedule A attached hereto, without giving effect to any modifications to such accounting and business practices made subsequent to the Closing Date, regardless of whether such modifications were made pursuant to the promulgation of rules, regulations or statutes applicable to Prime Holdings and its subsidiaries or otherwise.
(b) In the event that the Administrative Services Agreement between Prime Succession, Inc. and LWN (the "ASA") is terminated or reduced in scope prior to the Exercise Date, then Pro Forma EBITDA for the Entry Relevant Period will be restated to reflect the incremental expense Prime Holdings would have incurred in fiscal years 1997 and 1998 had the ASA not been in place during those years or had been in place but only on a reduced scope basis.
(c) Notwithstanding paragraph (a) above, in the event payments pursuant to the Prime Succession, Inc. long term incentive plan for management are due on or as a result of the exercise of an Option, such payments will be expensed on a straight line basis for purposes of computing Pro Forma EBITDA for the Entry Relevant Period and EBITDA for the Exit Relevant Period.
Calculation of EBITDA. (a) Promptly following each of December 31, 2004 and December 31, 2005, CCI shall engage Xxxxxx & Xxxxxxx, LLC, Xxxxxxxxxx Xxxxxxxxx & Company, or another recognized firm of independent accountants mutually acceptable to the CCI Boards (the “Auditors”) to audit in accordance with GAAP the consolidated financial statements of Media Billing and its iBill Subsidiary as at December 31, 2004 and December 31, 2005 and for the respective twelve months then ended, including therein, the consolidated balance sheet, statement of income and statement of cash flows of such Person(s) as at December 31, 2004, December 31, 2005 and for the applicable twelve months then ended (respectively, the “Fiscal 2004 Financial Statements” and “Fiscal 2005 Financial Statements”). The Auditors shall undertake to deliver the Fiscal 2004 and Fiscal 2005 Financial Statements to each of Penthouse and CCI by not later than March 31, 2005 (as to the Fiscal 2004 Financial Statements) and March 31, 2006 (as to the Fiscal 2005 Financial Statements. In addition to the Financial Statements, the Auditors shall provide the boards of directors of each of CCI and Penthouse with the EBITDA Calculation of the Fiscal 2004 EBITDA of iBill and the EBITDA Calculation of the Fiscal 2005 EBITDA of iBill which shall be derived from the statement of income contained in the Fiscal 2004 Financial Statements and Fiscal 2005 Financial Statements.
(b) Upon request of Penthouse, and subject only to the execution of such customary non-disclosure and related agreements as may be reasonably requested by the Auditors, CCI shall instruct the Auditors to provide Penthouse with copies of all of the work papers and files prepared or reviewed by the Auditors in connection with preparation of the Fiscal 2004 Financial Statements and the Fiscal 2004 EBITDA Calculation and the Fiscal 2005 Financial Statements and the Fiscal 2005 EBITDA Calculation. In the event, that either Penthouse or CCI or their representatives shall dispute or disagree with either the Fiscal 2004 EBITDA Calculation or the Fiscal 2005 EBITDA Calculation of such Person(s), the Party so disputing or disagreeing shall notify the other Party or Parties in writing not later than thirty (30) days following receipt of the relevant EBITDA Calculation, specifying in such written notice (the “Dispute Notice”) the nature and amount of any such disputed items; it being understood that any items in the relevant EBITDA Calculation not timely disputed by a disputing Par...
Calculation of EBITDA. For the purposes of determining EBITDA for any Calculation Period during which a Permitted Acquisition is consummated, EBITDA shall be adjusted in a manner reasonably satisfactory to Bank to give effect to the consummation of such Permitted Acquisition on a pro forma basis in accordance with GAAP, as if such Permitted Acquisition occurred on the first day of such Calculation Period.
Calculation of EBITDA. The term "EBITDA" shall mean the excess of the revenues of the Business over the expenses of the Business. The "Business" is the business operated by Newco which involves the generation of revenue from hydraulic jet drilling systems utilized in oil and gas drilling operations or which involves technology which utilizes solid impactors which are introduced into oil and gas drilling fluid to impact the formation ahead of or in conjunction with the drill bit, which in either case utilize any of the inventions subject to the Patents (as defined in the Acquisition Agreement). The revenues of the Business shall be determined on the accrual basis in accordance with generally accepted accounting principles as consistently applied by Newco ("GAAP"). The expenses of the Business shall consist of those expenses incurred by Newco which are allocable to the period in question on the accrual basis pursuant to GAAP, provided that expenses shall not include, however, any (a) interest, (b) federal, state, and other income taxes, (c) amortization of Newco's goodwill or other intangible assets, or (d) depreciation of any of the tangible assets of Newco.
Calculation of EBITDA. Any and all determinations or calculations of EBITDA for the purposes set forth herein shall be determined by the Company (through its Board) in consultation with its outside accounting firm.
Calculation of EBITDA. (a) Within 15 calendar days after Buyer’s audited financial statements are available for the Annual Periods, the Buyer shall prepare and deliver to the Shareholders a schedule setting forth in reasonable detail the Company’s calculation of the EBITDA for the applicable period (each, an “EBITDA Calculation”), provided however, that the untimely provision of such statement shall not be deemed a material default hereunder. “EBITDA” shall mean earnings of the Company (and if positive, the earnings of Xxxxxxxx Water Resources Corporation and any other business in which the Buyer invests that is similar to the Business primarily within the states of Arkansas, Louisiana and Texas, which investments the Parties estimate in good faith will be greater than $18 million over the term of the Annual Periods, before interest, income taxes, depreciation and amortization, after giving effect to the following:
