Definition of Combined EBITDA Sample Clauses

Definition of Combined EBITDA. For purposes of this Agreement, “Combined EBITDA” for any specified period means the Net Income of each of Company and THTV for such specified period plus (A) federal income taxes deducted in determining the Net Income of each of Company and THTV for that period, (B) any interest on indebtedness for borrowed money deducted in determining the Net Income of each of Company and THTV for that period, and (C) any depreciation expense and amortization expense deducted in determining the Net Income of each of Company and THTV for that period. The parties acknowledge and agree that, for purposes of calculating the Combined EBITDA hereunder: (1) with respect to any businesses or entities acquired by Company or THTV during the Term, only the annual EBITDA achieved by such businesses or entities during the twelve (12) month period beginning on the date of acquisition in excess of their annual EBITDA with respect to the twelve (12) month period immediately preceding the date of acquisition shall be included in the calculation of Combined EBITDA; (2) with respect to any minority interest in a business or entity acquired by Company or THTV during the Term, no distributions received by Company or THTV as a result of such minority interest shall be included in the calculation of Combined EBITDA until the aggregate amount of such distributions exceeds the original investment made by Company or THTV for such minority interest, after factoring in a ten percent (10%) return on investment; (3) any negative EBITDA incurred by any business started by Company or THTV during the Term (each, a “Start-Up Business”) shall be excluded; provided, that any future positive EBITDA generated by each Start-Up Business will be excluded from the annual calculations of Combined EBITDA until such time that the aggregate amount of positive EBITDA generated by an individual Start-Up Business exceeds the aggregate amount of negative EBITDA incurred by such Start-Up Business that was previously excluded from the annual EBITDA calculations pursuant to this sentence; and (4) with respect to any business or entity sold or otherwise disposed of by Company or THTV during the Term, only the EBITDA achieved by such business or entity through the date of sale or disposition shall be included in the calculation of Combined EBITDA; provided, that the Company Fair Market Value (as defined in Section 3(c)(i) below) shall be reduced by an amount equal to the aggregate proceeds received by Company or THTV as a r...
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Related to Definition of Combined EBITDA

  • Adjusted EBITDA The 2019 adjusted EBITDA for the Affiliated Club Sellers shall total an aggregate of not less than $10,700,000.

  • Consolidated EBITDA With respect to any period, an amount equal to the EBITDA of REIT and its Subsidiaries for such period determined on a Consolidated basis.

  • Minimum Consolidated EBITDA The Borrower will not permit Modified Consolidated EBITDA, for any Test Period ending at the end of any fiscal quarter of the Borrower set forth below, to be less than the amount set forth opposite such fiscal quarter: Fiscal Quarter Amount September 30, 1997 $36,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,000

  • Minimum Consolidated Adjusted EBITDA The Borrowers will maintain, as of the last day of each Fiscal Quarter commencing with the Fiscal Quarter ending December 31, 2009, Consolidated Adjusted EBITDA for the four Fiscal Quarters then ended of not less than $22,500,000.

  • Definition of Change of Control For purposes of this Agreement, a “Change of Control” will mean the first to occur of:

  • EBITDA With respect to REIT and its Subsidiaries for any period (without duplication): (a) Net Income (or Loss) on a Consolidated basis, in accordance with GAAP, exclusive of the following (but only to the extent included in determination of such Net Income (Loss)): (i) depreciation and amortization expense; (ii) Interest Expense; (iii) income tax expense; (iv) Acquisition Closing Costs and extraordinary or non-recurring gains and losses (including, without limitation, gains and losses on the sale of assets) and income and expense allocated to minority owners; and (v) other non-cash items to the extent not actually paid as a cash expense; plus (b) such Person’s pro rata share of EBITDA of its Unconsolidated Affiliates as provided below. With respect to Unconsolidated Affiliates and Subsidiaries of Borrower that are not Wholly Owned Subsidiaries, EBITDA attributable to such entities shall be excluded but EBITDA shall include a Person’s Equity Percentage of Net Income (or Loss) from such Unconsolidated Affiliates or such Subsidiary of Borrower that is not a Wholly Owned Subsidiary plus its Equity Percentage of (i) depreciation and amortization expense; (ii) Interest Expense; (iii) income tax expense; (iv) Acquisition Closing Costs and extraordinary or non-recurring gains and losses (including, without limitation, gains and losses on the sale of assets) and income and expense allocated to minority owners; and (v) other non-cash items to the extent not actually paid as a cash expense.

  • Definition of Change in Control For purposes of this Agreement, a “Change in Control” shall mean the occurrence of any of the following events:

  • Minimum Adjusted EBITDA As of any date of determination from and after April 1, 2008, if Borrowers do not have Net Debt in an amount less than $4,000,000 at all times during the most recently completed fiscal quarter, then Borrowers shall not fail to achieve Adjusted EBITDA, measured on a quarter-end basis, of at least the required amount set forth in the following table for the applicable period set forth opposite thereto (and the failure to do so shall be deemed an Event of Default): Applicable Amount Applicable Period $(1,234,000) For the 3 month period ending March 31, 2008 $(1,246,000) For the 6 month period ending June 30, 2008 $(200,000) For the 9 month period ending September 30, 2008 $(839,000) For the 12 month period ending December 31, 2008 $(750,000) For the 12 month period ending March 31, 2009 17 Applicable Amount Applicable Period $(500,000) For the 12 month period ending June 30, 2009 $(150,000) For the 12 month period ending September 30, 2009 $150,000 For the 12 month period ending December 31, 2009 $350,000 For the 12 month period ending March 31, 2010 $550,000 For the 12 month period ending June 30, 2010 $750,000 For the 12 month period ending September 30, 2010 $950,000 For the 12 month period ending December 31, 2010 and for each 12 month period ending as of the last day of each fiscal quarter thereafter

  • Consolidated Total Net Leverage Ratio Permit the Consolidated Total Net Leverage Ratio on the last day of any fiscal quarter occurring during any period set forth below, to be greater than the ratio set forth below opposite such period: Period Maximum Consolidated Total Net Leverage Ratio Closing Date through and including September 30, 2014 7.25:1.00 December 31, 2014 through and including September 30, 2015 6.75:1.00 December 31, 2015 and thereafter 6.50:1.00

  • Consolidated Fixed Charge Ratio Permit at any time the Consolidated Fixed Charge Ratio to be less than 1.25 to 1.00.

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