EBITDA Calculations. (i) For purposes of calculating EBITDA of the Corporation for any EBITDA Target Period, the Corporation shall promptly (but in no event later than the second (2nd) Business Day following the public disclosure of the Corporation's earnings for the reporting period ending on the last day of such EBITDA Target Period (whether by press release, the filing of a Form 10-K, 10-Q or 8-K with the Commission, or otherwise)) deliver to the Holder a certificate (an "EBITDA Certificate"), certified by the Chief Financial Officer of the Corporation as being true and correct to the best of his or her knowledge. Each EBITDA Certificate shall set forth (x) EBITDA of the Corporation for the relevant EBITDA Target Period and (y) the calculation of such EBITDA amount in reasonable detail. Upon receipt by the Holder of any EBITDA Certificate, the Holder may, within five (5) Business Days after the date of receiving such EBITDA Certificate (the "EBITDA Review Period"), deliver to the Corporation an objection notice setting forth the Holder's objections to the EBIDTA calculations set forth in such EBITDA Certificate together with a summary of the reasons for such objections (each such notice delivered by the Holder, an "EBITDA Objection Notice"). With respect to any EBITDA Certificate, if the Holder does not deliver an EBITDA Objection Notice within the applicable EBITDA Review Period, such EBITDA Certificate shall be final and binding.
EBITDA Calculations. (a) The 2005 EBITDA Calculations shall become final and binding on Seller, Buyer and Parent unless Seller notifies Buyer in writing within 15 days after delivery to Seller of the 2005 EBITDA Calculations, and specifies therein the basis and reason for the dispute and the amount which is in dispute (the "Disputed Matters"). During a period of 10 days following the delivery of such notice, Buyer and Seller shall attempt to resolve any Disputed Matters. If, at the end of such 10 day period, Buyer and Seller shall have failed to reach agreement with respect to the Disputed Matters, the unresolved Disputed Matters shall be referred to BDO Xxxxxxx LLP or if such firm declines to act in such capacity, any such other firm of independent nationally recognized accountants chosen and mutually accepted by Buyer and Seller (the "Independent Accountants") for resolution. Buyer and Seller shall provide the Independent Accountants with a written statement that includes their respective calculations of the 2005 EBITDA, and the Independent Accountant's decision as to the Final 2005 EBITDA shall be communicated to the parties in writing. The Independent Accountants shall be instructed to use every reasonable effort to make its determination with respect to the Disputed Matters (the "Independent Accountant's Final 2005 EBITDA Calculations") within 30 days of the submission to them of the Disputed Matters. Buyer and Parent shall give the Independent Accountants, during normal business hours and upon reasonable request, access to all work papers and procedures used to prepare Buyer's determination of the 0000 XXXXXX and to Buyer's and Parent's financial employees and accountants. The final determination of the 2005 EBITDA (the "Final 0000 XXXXXX") shall be the 2005 EBITDA Calculations as adjusted by any Disputed Matters resolved by the parties and by the Independent Accountant's Final 2005 EBITDA Calculations, if any. Each of the parties shall bear their own respective costs and expenses incurred in connection with such determination, and one-half of the fees of the Independent Accountants shall be paid by Buyer and one-half by Seller. This provision for the resolution of any Disputed Matters shall be the sole and exclusive remedy of the parties for resolving any Disputed Matter and shall be specifically enforceable by the parties and the decision of the Independent Accountants in accordance with the provisions hereof shall be final and binding and there shall be no right of ap...
EBITDA Calculations. The Year 2000 EBITDA set forth in the Offering Memorandum is accurate in all material respects and the estimated Year 2001 EBITDA set forth in the Offering Memorandum was determined by the Sellers and Shareholders in good faith based on assumptions and information believed reasonable. Sellers and Shareholders understand and agree that such EBITDA amounts are subject to adjustment pursuant to an audit that will determine the actual Base Purchase Price.
EBITDA Calculations. The parties agree that, for the purpose of computing the Earn-Out Payments, the Surviving Corporation shall be credited with the entire revenue(s) of the Surviving Corporation and its Affiliates, including any joint ventures, license agreements or products co-developed with Parent or its Subsidiaries, and EBITDA recognized by the Parent (and/or its Subsidiaries or any other Affiliates) associated with each such joint venture, license agreement, product, service and/or solution developed or co-developed by the Surviving Corporation, Parent and/or its Subsidiaries.
EBITDA Calculations. 15 5.29 No Untrue Statements ................................. 15
EBITDA Calculations. (a) All calculations of EBITDA made with respect to Sections 11.01 and 11.05 shall be made on a pro forma basis to include earnings of Persons, which are operating companies and were acquired during the period commencing on July 1, 1998 and ending on the Closing Date and exclude earnings of Persons which are operating companies sold, divested, or otherwise disposed of during the period commencing on July 1, 1998 and ending on the Closing Date during the four Fiscal Quarters then ended giving effect to such acquisition, sale, divestiture or disposal as though it had occurred on the first day of such four Fiscal Quarter period.
EBITDA Calculations. For purposes of the 1997 annual bonus, the 1997 Target and Floor EBITDAs for the 1997 year, as defined in (h) below, shall be determined in good faith by agreement of the parties to this Agreement and such determination shall be made by disregarding all items related to the Acquisition, including without limitation, change-in-control payments and any other one-time or other extraordinary compensation amounts payable to the Executive and others in connection with the Acquisition.
EBITDA Calculations. In calculating the EBITDA of the Company for purposes of the Contingent Cash Payment and the Contingent Stock Payment, Buyers agree that they shall:
EBITDA Calculations. For purposes of Sections 11.01, 11.04, 11.05, and 11.06, EBITDA will be determined giving effect to acquisitions permitted by this Agreement or under the Second Amended Credit Agreement for the applicable period as though such acquisitions were consummated on the first day of such period. ARTICLE XII
EBITDA Calculations. (a) During the period from the First Closing Date to the Second Closing Date, the Parties hereto acknowledge and agree that Parent and Sellers shall review and approve on an annual basis the report prepared by management setting forth the calculation of EBITDA for such period (“EBITDA Report”) for all purposes including for purposes of calculating NewCo’s EBITDA and the Second Closing Purchase Price. The EBITDA Report prepared by management shall be complete to the best of the Companies’ Knowledge with respect to transactions occurring in the ordinary course of business during the applicable period (i.e. adjusted for out-of-period adjustments). Parent and the Sellers shall be provided with such information, schedules and data as necessary or desirable to verify the EBITDA calculation. Upon approval of Parent and the Sellers, the determination of the EBITDA calculation for any period shall be deemed conclusive and final and shall not be subject to further review, challenge or adjustment except as expressly permitted herein. All Distributions to NewCo members shall be excluded from the calculation of NewCo’s EBITDA for purposes of determining the Second Closing Purchase Price.
