EBITDA Calculation. The 1999 EBITDA calculation shall have become ------------------ final.
EBITDA Calculation. The Administrative Agent shall have received a calculation of historical Consolidated EBITDA plug numbers as set forth in Schedule 3.2(o) calculated in accordance with and after giving effect to clause (ii) of the last paragraph of the definition of “Consolidated EBITDA”. Each Lender, by delivering its signature page to this Agreement and funding its Loan on the Funding Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by any Agent, Required Lenders or Lenders, as applicable, on the Funding Date. Notwithstanding anything herein to the contrary, upon satisfaction (or waiver by the Administrative Agent) of the conditions set forth in this Section 3.2, the initial funding of the Loans shall occur; it being understood and agreed that there are no other conditions (implied or otherwise) to the commitments hereunder or the provision or funding thereof, including compliance with the terms of this Agreement or the Fee Letter; it being further understood that, other than with respect to Filing Collateral or Stock Certificates (each as defined below), to the extent any security interest in or Lien on any Collateral or lien search is not or cannot be provided and/or perfected on the Funding Date after Parent’s and the Borrower’s use of commercially reasonable efforts to do so, or without undue burden or expense, the provision and/or perfection of a Lien on such Collateral or delivery of such Collateral, certificate or lien search shall not constitute a condition precedent for purposes of this Section 3.2, but instead shall be required to be perfected after the Funding Date within ninety (90) days after the Funding Date (or, in the case of Stock Certificates with respect to Karpos Intermediate and Keypath Education, ten (10) Business Days) (or such later date as the Administrative Agent may in its sole discretion agree, including pursuant to Section 5.12) (this paragraph, the “Certain Funds Provision”). Furthermore, and notwithstanding anything herein to the contrary, upon the Borrower’s delivery of a Funding Notice in accordance with this Agreement requesting an earlier funding, the proceeds of the Loans will be made available to the Borrower in advance of the consummation of the Take Private and the occurrence of the Funding Date in order to facilitate the conversion of the proceeds of the Loans funded in Dollars into Australian Dollars in order to fund the Acquisi...
EBITDA Calculation. For each year or partial year referenced above in this Section 4(e)(an “EBITDA Period”), Employer shall prepare and deliver to Executive its calculation of the EBITDA of Employer (an “EBITDA Calculation”) for the applicable EBITDA Period, together with a notice setting forth whether, based on such EBITDA Calculation, Executive is entitled to the EBITDA Bonus for such EBITDA Period. Each EBITDA Calculation shall be delivered to Executive not later than the date (including applicable extension periods) that PMH is required to file its audited financial statements or, as applicable, interim financial statements with the Securities and Exchange Commission with respect to such EBITDA Period . The EBITDA Calculation shall be made by Employer’s independent auditors using the same accounting principles, practices and methodologies, consistently applied, that were used to prepare the Year End Audited Financial Statements for 2006.
EBITDA Calculation. Prior to the Closing and following receipt of the 2007 Audited Financial Statements, the parties shall jointly calculate the Final EBITDA Amount in good faith.
EBITDA Calculation. Concurrently with the ------------------ delivery of the financial statements delivered pursuant to Section 11.8(a)(i)(A), a statement showing the calculation of EBITDA in accordance with the definition of EBITDA contained in this Agreement and the notification of initial judgments provided for in Section 11.16(c).
EBITDA Calculation. The rolling twelve month EBITDA as of September 28, 2002 for Key Tronic Corporation was $7,496,000, calculated as follows: Operating Income $ 2,652,000 Depreciation $ 3,064,000 Amortization $ 851,000 Amortization of Capitalized Manufacturing Variances (without duplication) $ 929,000 Total EBITDA = $ 7,496,000
EBITDA Calculation. For purposes of calculating EBITDA hereunder: (i) no costs or expenses specifically attributable to the transactions contemplated by this Agreement shall be deducted from Company's earnings; (ii) Company shall be accounted for as a separate entity and separate books and records shall be maintained therefor, (iii) no overhead or amortization of goodwill created by the transactions contemplated by this Agreement and no corporate charges or fees otherwise allocated to Company by Buyer shall be deducted from Company's earnings, except to the extent such overhead or other expenses are directly attributable to Company's conduct of the Business in the ordinary course; (iv) no professional, consulting, or similar costs not incurred in the ordinary course of Company's business consistent with Company's past practices and no extraordinary incentive or other compensation paid to executives of the Business outside the ordinary course of Company's business (except for such compensation as the Sellers may authorize in advance) shall be deducted from Company's earnings; (v) the level of Company's reserves shall be calculated in accordance with generally accepted accounting principles (GAAP);
EBITDA Calculation. Each Annual Bonus shall be deemed to vest and accrue at the end of the last day of the fiscal year for which it is earned. Each Annual Bonus shall be paid as soon as practicable following the completion and filing of the Company’s year end fiscal audit, and subject to the certification of the Chief Financial Officer of the Company and approval of the Compensation Committee of Company’s Board of Directors.
EBITDA Calculation. For the Period
EBITDA Calculation. For purposes of the quarterly calculation of EBITDA, the following expenses incurred through fiscal year ending September 30, 2003 shall be excluded, up to an aggregate amount of $1,000,000.00: (a) expenses and fees related to the retirement of the current CFO; (b) expenses and fees related to the recruitment of the new CFO; (c) expenses, fees and write-downs related to taking Borrower private; (d) expenses, fees and write-downs related to the V&S Joint Venture; (e) expenses, fees and write-downs related to the CL/Angostura joint venture; and (f) expenses and fees related to waivers and loan modifications.
