Company Calculation Clause Samples

Company Calculation. The Company will use commercially reasonable efforts to achieve the following Consolidated Adjusted EBITDA targets (“Target EBITDA”): 2018 $38,000,000 provided, however, that the Target EBITDA for 2015 shall be prorated based on the number of days that have passed in 2015 prior to the Closing. For example, if the Closing occurs on January 31, 2015, then the Target EBITDA for 2015 shall be the result of (i) $14,500,000 multiplied by (ii) the quotient of 334 divided by 365. For purposes of this Section 8.5, Consolidated Adjusted EBITDA shall be determined from the audited annual financial statements of the Company Parties, as prepared in accordance with GAAP and, to the extent in accordance with GAAP, the Company's historical practice, and as audited by the Company Auditor. Each calculation of Consolidated Adjusted EBITDA for an applicable year made by the Company shall be verified by the Company Auditor after which the Company or the Company Auditor shall then deliver to the Purchaser and ▇▇. ▇▇▇▇▇▇ a Consolidated Adjusted EBITDA written notice (the “EBITDA Notice”) which EBITDA Notice shall set forth a calculation of the Consolidated Adjusted EBITDA for the applicable year, the Target EBITDA for the applicable year, and the difference in amount.