Computation of Ebitda Sample Clauses
The COMPUTATION OF EBITDA clause defines how Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA) is calculated for the purposes of the agreement. It typically outlines which revenues and expenses are included or excluded, such as adjustments for non-recurring items or specific accounting treatments. This clause ensures that all parties have a clear, consistent method for determining EBITDA, which is often used as a financial metric for performance measurement, covenant compliance, or valuation purposes.
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Computation of Ebitda. For purposes of this Agreement, “EBITDA” of the Business for any calendar year shall mean the earnings from operations before interest, taxes, depreciation and amortization, calculated as if the Business was being operated as a separate and independent entity (which for purposes of clarity shall not include any other businesses acquired by Buyer following the date hereof and all costs and expenses in connection therewith). All components of EBITDA shall be determined in accordance with US GAAP, consistently applied. In calculating EBITDA: (a) EBITDA shall be computed without regard to “extraordinary items” of gain or loss as that term shall be defined pursuant to US GAAP, (b) EBITDA shall not include any gains, losses or profits realized from the sale of any assets other than in the ordinary course of business, (c) EBITDA will be increased by the amount by which all management fees and other charges and payments made to Buyer or any of its Affiliates exceeds $300,000 per annum, (d) no deduction shall be made for any legal, accounting or other diligence fees or expenses arising out of this Agreement or the transactions contemplated hereby, (e) EBITDA will exclude any impact from the “cumulative effect of a change in accounting principles” as that term is defined pursuant to US GAAP, (f) EBITDA will exclude any non-cash impairment charges, and (g) the purchase and sales prices of goods and services sold by the Business to Buyer or any of its Affiliates or purchased by the Business from Buyer or any of its Affiliates shall be adjusted to reflect the amounts that the Business would have realized or paid if dealing with an independent party in an arm’s-length commercial transaction. Buyer shall calculate EBITDA based upon the year-end audited financial statements of the Business and pay the Earn-out Payment, if any, to Seller no later than the 150th day of each calendar year by wire transfer of same day funds to an account designated by Seller.
Computation of Ebitda. The calculation of EBITDA shall be computed in a manner which treats Buyer as a separate profit and cost center, distinct from ATS and other Affiliates of ATS. The EBITDA shall be computed without regard to any ATS general and administrative overhead allocation; provided, however, any direct expenses or costs paid by ATS on behalf of Buyer will be included in the calculation of EBITDA. For purposes of this Section 7.3(b), Buyer shall be credited with all sales to any customers assigned by Seller to Buyer, without regard to whether ATS or an Affiliate of ATS made or billed the sale.
Computation of Ebitda. The calculation of EBITDA shall be computed in a manner which treats Provider as a separate profit and cost center, distinct from ATS and other Affiliates of ATS. The EBITDA shall be computed without regard to any ATS general and administrative overhead allocation; provided, however, any direct expenses or costs paid by ATS on behalf of Provider will be included in the calculation of EBITDA.
Computation of Ebitda