EBITDA Calculations Sample Clauses
The EBITDA Calculations clause defines how Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA) is determined for the purposes of the agreement. It typically outlines which revenues and expenses are included or excluded, and may specify adjustments for non-recurring items, extraordinary gains or losses, or other financial factors. This clause ensures that all parties have a clear, consistent method for calculating EBITDA, which is often used as a benchmark for performance targets, debt covenants, or purchase price adjustments, thereby reducing the risk of disputes over financial metrics.
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.
(ii) If, with respect to an EBITDA Certificate, the Holder delivers an EBITDA Objection Notice to the Corporation within the applicable EBITDA Review Period, the Corporation and the Holder shall use their reasonable best efforts to resolve the objections described in such EBITDA Objection Notice within five (5) Business Days by written agreement (the "EBITDA Adjustments") and, if the Holder and the Corporation so resolve any such differences, the EBITDA Certificate in question, as adjusted pursuant to the EBITDA Adjustments, shall be final and binding.
(iii) If any objections raised by the Holder in an EBITDA Objection Notice are not resolved by EBITDA Adjustments within five (5) Business Days following receipt by the Corporation of an EBITDA Objection Notice, then the Holder shall submit the objections that are then unresolved to a national accounting firm reasonably acceptable to the Corporation (such firm, the "Accounting Firm"), and shall direct the Accounting Firm to: (x) resolve the unresolved objections (based solely on the presentations b...
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 revenues derived from any joint ventures, license agreements or products developed or co-developed by the Surviving Corporation with Parent or its Subsidiaries or Affiliates, and EBITDA recognized by the Parent (and/or its Subsidiaries and other Affiliates) associated with each such joint venture, license agreement, product, service and/or solution developed or co-developed by the Surviving Corporation with the Parent and/or its Subsidiaries and Affiliates.
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 second Re-forecast to the Offering Memorandum dated July 29, 2001 was determined by the Seller and Goldstone in good faith based on assumptions and information believed reasonable. Seller and Goldstone 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. (a) For purposes of determining compliance with the covenants set forth in Sections 6.12, 6.13 and 6.14 during any period ending on or prior to March 30, 1999, the calculation of Consolidated EBITDA shall include $60,000,000 in respect of the Parent's good faith estimate of the value of synergies associated with consummation of the Acquisition.
(b) For purposes of calculating compliance with the covenants set forth in Sections 6.12, 6.13 and 6.14 in the case of any four fiscal quarter period ended prior to April 1, 1999, each of Consolidated EBITDA, Consolidated Fixed Charges and Consolidated Interest Expense shall equal Consolidated EBITDA, Consolidated Fixed Charges and Consolidated Interest Expense, respectively, for the period beginning April 1, 1998 and ending on the last day of such four fiscal quarter period (an "ANNUALIZED PERIOD"), multiplied by a fraction, the numerator of which is 12 and the denominator of which is the number of months included in such Annualized Period.
EBITDA Calculations. 15 5.29 No Untrue Statements ................................. 15
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. 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. (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.
(b) All calculations of EBITDA made with respect to Sections 11.03 and 11.04 shall be made on a pro forma basis to include earnings of Persons, which are operating companies and (i) were acquired during the period commencing on July 1, 1998 and ending on the Closing Date or (ii) are acquired after the Closing Date as permitted by Section 10.04 and exclude earnings of Persons which are operating companies sold, divested, or otherwise disposed of (1) during the period commencing on July 1, 1998 and ending on the Closing Date or (ii) after the Closing Date as permitted by this Agreement, 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