EBITDA Adjustments. (a) This Clause 19.3 applies if, and to the extent that, any member of the Group acquires or disposes of any business or Subsidiary after the date of this Agreement.
EBITDA Adjustments. (a) At the Closing, Parent will deliver to Purchaser the EBITDA Financial Statements prepared internally by Parent for the 12-month period ending on the last day of Parent's last four-/five-week accounting period preceding the Closing Date for which it is then practicable to report the Business' results of operations (the "INTERIM EBITDA FINANCIAL STATEMENTS"). Within 60 days after the Closing and together with the Final Balance Sheet, Purchaser will deliver to Parent the EBITDA Financial Statements for the 12-month period ending on the last day of Parent's last four-/five-week accounting period preceding the Closing Date (the "FINAL EBITDA FINANCIAL STATEMENTS"). The Interim EBITDA Financial Statements and the Final EBITDA Financial Statements will be prepared as if FLV, FBH and FM are going concerns and on a basis consistent with the manner in which Purchaser, Parent and Sellers mutually calculated Benchmark EBITDA for the Business for purposes of this Agreement. As calculated in accordance with PARAGRAPHS (B) AND (C) of this Section, the respective variances between Adjusted EBITDA and Benchmark EBITDA, and between Final EBITDA and Benchmark EBITDA, will form the basis for Closing and post-Closing adjustments of the Cash Component.
EBITDA Adjustments. 10 1.07. Post-Closing Audit and Adjustment............... 11 1.08. Closing; Escrow................................. 12 1.09. "As Is" Condition............................... 13 1.10 Further Assurances; Post-Closing Cooperation..................................... 14 1.11. Insurance Proceeds.............................. 15 1.12. Third-Party Consent............................. 15 1.13. Black Hawk Business Expansion................... 16 1.14. FSELLC Membership Interest...................... 16
EBITDA Adjustments. (A) For the period from the first fiscal quarter ending after the Closing Date through the Maturity Date, up to an aggregate of $10,000,000 of cash losses (whether or not extraordinary, unusual or non-recurring) of Parent and its Subsidiaries shall be added back to EBITDA of Parent;
EBITDA Adjustments. (a) For purposes of this Agreement, the following terms shall have the following meanings:
EBITDA Adjustments. The schedule of adjustments to EBITDA of Borrower delivered on the date hereof and attached hereto as Disclosure Schedule (A-EBITDA) and the adjustments referred to therein have been prepared by Borrower to adjust EBITDA to reflect normalized EBITDA of Borrower.
EBITDA Adjustments. (IN THOUSANDS) Q3 - 2004 Q4 - 2004 Q1 - 2005 Q2 - 2005 Q3 2005 --------- --------- --------- --------- ------- Total EBITDA Adjustments $873 $873 $873 $1,473 $ 71
EBITDA Adjustments. For the purpose of this ss.11.6, EBITDA attributable to any business acquired by the Borrower or any of its Subsidiaries during any period may be adjusted to more accurately reflect the financial condition and results of operations of the acquired business after giving effect to the Acquisition as mutually determined and agreed to by the Borrower and the Agent. The Borrower and the Agent shall each use good faith efforts to mutually determine and agree to any such adjustments. It is understood and agreed, however, that the Agent shall have no liability for failing to agree to any such adjustments. In the case of an Acquisition by the Borrower or any of its Subsidiaries, such adjustments may reflect any cost savings (but not revenue enhancements) that would have been achieved if such business had been owned by the Borrower or one of its Subsidiaries for the entire relevant period, including adjustments for excess owner's compensation, excess rent paid to related parties, directors' fees paid to related parties and workmen's compensation and other insurance expense in excess of that which would have been incurred under policies of the Borrower and its Subsidiaries existing at the time of such Acquisition.
EBITDA Adjustments i. Notwithstanding anything else contained in this Warrant, in the event that the Company does not meet or exceed the 2016 Half Year Target Numbers, the Company shall reduce the exercise price of half of the Warrant Shares identified herein to $0.01 (the “Six Month Shortfall Exercise Price”). In addition, in the event that the Company does not meet or exceed the 2016 Full Year Target Number, the Company shall reduce the exercise price of the remaining half of the Warrant Shares identified herein to $0.01 (the “Year End Shortfall Exercise Price”).
