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

  • EBITDA The term “EBITDA” shall mean, with respect to any fiscal period, “Consolidated EBITDA” as defined in the Credit Agreement, provided that the following should also be excluded from the calculation of EBITDA to the extent not already excluded from the calculation of Consolidated EBITDA under the Credit Agreement: (i) Non-Cash Charges (as defined in the Credit Agreement) related to any issuances of equity securities; (ii) fees and expenses relating to the Acquisition; (iii) financing fees (both cash and non-cash) relating to the Acquisition; (iv) covenant-not-to-compete payments to certain members of the Company’s senior management and related expenses; (v) expenses (or any portion thereof) incurred outside of the ordinary course of business that are approved by the Board which the Board determines in its good faith discretion are in the best interest of the Company but which will have a disproportionately adverse impact on the Company’s short term financial performance, affecting the Company’s ability to achieve financial targets related to the vesting of the Class C Units under the Incentive Unit Subscription Agreements or the Company’s annual bonus plan; (vi) costs and expenses incurred in connection with evaluating and consummating acquisitions not contemplated by the Company’s annual plan, as such plan is approved by the Board in good faith; (vii) related party expenditures that are subject to the prior written consent of the Majority Executives pursuant to Section 2.3(a) of the Securityholders Agreement but have failed to receive such consent; (viii) advisors’ fees and expenses incurred outside the ordinary course of business related solely to Vestar’s activities that are unrelated to the Company; (ix) costs associated with any put option or call option contemplated by any Rollover Subscription Agreement or Incentive Unit Subscription Agreement; (x) costs associated with any proposed initial Public Offering or Sale of the Company (as such terms are defined in the Securityholders Agreement); (xi) expenses related to any litigation arising from the Acquisition; (x) management fees and costs related to the activities giving rise to such fees that are paid to, paid for or reimbursed to Vestar and its Affiliates; and (xii) material expenditures or incremental expenditures inconsistent with prior practice (to the extent that prior practice is relevant) required by Board (where Management Managers (as defined in the Securityholders Agreement) unanimously dissent) unless such expenditures are reasonably likely to result in any benefit (whether economic or non-economic) to the Company as determined by the Board in its good faith discretion.

  • Minimum Adjusted EBITDA Borrower shall maintain a minimum trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), as of such test date, of at least the greater of (a) $75,000,000 and (b) an amount equal to 75% of the trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), for the immediately preceding six-month period, tested semi-annually, commencing September 30, 2024, and continuing on each subsequent March 31 and September 30.

  • Minimum Consolidated Fixed Charge Coverage Ratio The Consolidated Fixed Charge Coverage Ratio shall not be less than 1.50 to 1.00, determined based on information for the most recent fiscal quarter annualized.

  • Consolidated Fixed Charge Coverage Ratio Permit the Consolidated Fixed Charge Coverage Ratio as of the end of any Measurement Period ending as of the end of any fiscal quarter of the Borrower to be less than 1.25 to 1.00.

  • Cash Flow Leverage Ratio The Borrower will not permit the Cash Flow Leverage Ratio on the last day of any fiscal quarter to exceed 3.50 to 1.00.

  • Consolidated Net Leverage Ratio Permit the Consolidated Net Leverage Ratio as of the end of any fiscal quarter of the Borrower to be greater than 4.50:1.00.

  • Consolidated Senior Secured Leverage Ratio As of any fiscal quarter end, permit the Consolidated Senior Secured Leverage Ratio to be greater than 1.25 to 1.00.

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