Calculation of EBITDA. For purposes of lines 1(a) and 2(b) above, Consolidated EBITDA is calculated as follows:
Calculation of EBITDA. For purposes of this Compliance Certificate, EBITDA for the Reported period has been calculated as follows:
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) 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.
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.
Calculation of EBITDA. (a) At any time that RHC's EBITDA is calculated pursuant to this Agreement, such calculation shall be prepared in accordance with the accounting practices of Mortuary and the Association in effect on the Closing Date, 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 RHC, changes in GAAP or otherwise provided, however, that EBITDA for the Entry Relevant Period shall be adjusted to reflect payment of property taxes and non-consolidation of the Endowment Care Fund as a result of RHC's for-profit status.
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. [SIGNATURE PAGE FOLLOWS] Exhibit B — Form of Compliance Certificate 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: Exhibit B — Form of Compliance Certificate EXHIBIT C TO AMENDED AND RESTATED CREDIT AGREEMENT FORM OF GUARANTY 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. 1.6(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. “
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.
