EBITDA Payment. For any year from 2004 through 2016, if (i) Buyer is required by Section 2.3(b) to make a Tonnage Payment and (ii) Buyer’s EBITDA equals or exceeds the annual EBITDA target amount for that year set forth in the table below, Buyer will pay to Sellers up to $300,000 in accordance with this Section. 50% of the EBITDA payment will be paid if Buyer’s EBITDA is equal to or greater than 100% of the EBITDA target amount and an additional 50% of the EBITDA payment will be paid only if Buyer’s EBITDA equals or exceeds 110% of the EBITDA target amount. 2004 2005 $ 61,552,000 2005 2006 $ 60,400,000 2006 2007 $ 64,400,000 2007 2008 $ 68,500,000 2008 2009 $ 72,800,000 2009 2010 $ 74,984,000 2010 2011 $ 77,234,000 2011 2012 $ 79,551,000 2012 2013 $ 81,938,000 2013 2014 $ 84,396,000 2014 2015 $ 86,928,000 2105 2016 $ 89,536,000 2016 2017 $ 92,222,000
EBITDA Payment. For each of the ten years immediately following the Closing Date, if during such year (i) Buyer is required by Section 2.3(a) to make a Tonnage Payment, AND (ii) the annual EBITDA target amounts described in Schedule 2.3(b) are exceeded in the aggregate by the MLO Quarries, the Operations, or both, Buyer shall pay to Sellers the amounts reflected on Schedule 2.3(b) set forth opposite the relevant EBITDA target amounts. The aggregate annual amount payable by Buyer pursuant to this Section 2.3(b) shall not exceed One Million Nine Hundred Thousand Dollars ($1,900,000). Exhibit 2.3(b) sets forth examples of this Section 2.3(b).
EBITDA Payment. Subsequent to Closing, subject to the provisions set forth herein, if EBITDA for the calendar year ending December 31, 2010 as set forth in the financial statements for the Global Business (including the Wing Hung Production Centre and the Shaghai Trading Office collectively referred to as “WHPC/O”) related to the Global Business (“2010 EBITDA”) is greater than US$8,000,000.00, then Purchasers shall make an additional payment to Owners calculated in the manner set forth in the table below based upon 2010 EBITDA (“EBITDA Payment”), provided that the maximum EBITDA Payment to which Owners shall be entitled to receive shall be $23,750,000 if 2010 EBITDA equals or exceeds $10,615,000: In the event that 2010 EBITDA falls in between any two thresholds described in the chart above, the EBITDA Payment payable to Owners shall be proportionally adjusted.
EBITDA Payment. 7 2.2 The Closing.......................................................8 2.3
EBITDA Payment. (a) As additional consideration for the Stock and Preferred Notes and for the covenants, warranties and representations of Sellers herein, for the Company's calendar years ending December 31, 1997, 1998 and 1999, Buyer shall pay to Sellers in the proportions set forth in Exhibit 2.4(a), an amount (the "EBITDA Payment") equal to thirty percent (30%) of the amount by which the Company's EBITDA for the applicable year exceeds $2,600,000 (the "EBITDA Base"). The calculation of the EBITDA Payment for 1997 shall be thirty percent (30%) of the excess above EBITDA Base. In the event the EBITDA in 1997 is less than the EBITDA Base, the difference shall be added to the EBITDA Base in order to calculate the 1998 EBITDA Payment and the EBITDA Payment for 1998 shall be thirty percent (30%) of the of the excess above the adjusted EBITDA Base. In the event the difference is not totally recouped in 1998, it shall be added to the 1999 EBITDA Base before calculating the 1999 EBITDA Payment and the EBITDA Payment for 1999 shall be thirty percent (30%) of the excess above the adjusted EBITDA Base. In the event the EBITDA in 1998 is less than the EBITDA Base, the difference shall be add to the EBITDA Base in order to calculate the 1999 EBITDA Payment and the EBITDA Payment for 1999 shall be thirty percent (30%) of the excess above the adjusted EBITDA Base. EBITDA for each annual period shall be reduced each year by an amount calculated as twelve percent (12%) of the capital expenditures of the Company in excess of One Hundred Thousand Dollars ($100,000) per annum for each year in which such excess capital expenditures are made ("Capital Charges"). During 1997, such amount of $2,600,000 and such capital expenditures of $100,000 shall be adjusted on a prorata basis to reflect the Closing Date, however, no adjustment will be made if the Closing Date is on or before January 7, 1997. Buyer shall make the payment provided for herein within 30 days after receipt of the year end audit or review of the Company's financial statements for the preceding fiscal year, but in no event shall this payment be made later than April 30 of each year.
(b) EBITDA shall be determined by Company's independent accountant consistent with GAAP used for the Company's December 31, 1995 audited financial statement and a written report thereof shall be delivered to Sellers. For purposes of this Section 2.1.5, the Company's interest, income taxes, depreciation, amortization and corporate charges to support a ...
EBITDA Payment. If EBITDA (as defined below) exceeds $3,400,000, Xxxxx shall pay to the Sellers, as an adjustment to the Purchase Price, an aggregate amount equal to $250,000 (the "EBITDA Payment").
EBITDA Payment. Upon the closing of the Loan Sale and the Collateral Release, in exchange for the payments made or to be made and the delivery of the instruments and agreements required pursuant to Sections 3, 4, 5 and 6 above, Huntington hereby agrees that the “EBITDA Payment” described in the July Letter Agreement (as defined below), shall no longer be in force or have any effect.
EBITDA Payment. In the event that the EBITDA for the calendar year ending December 31, 2010 as set forth in the financial statements for the Global Business ("2010 EBITDA") is within 2% or equals the EBITDA Target, Purchasers shall pay Owners US$6,250,000 ("EBITDA Payment").
EBITDA Payment. 8 Section 2.5 Further Assurances...................................................................... 9
EBITDA Payment. (a) If the Closing occurs:
(i) prior to December 31, 2004, then as promptly as practicable after December 31, 2004 (but in no event later than ninety (90) days thereafter), Parent shall cause its independent public accountants to prepare and deliver to the Shareholders' Representative a statement containing a calculation of the Adjusted EBITDA (as defined in Section 2.4(e)) (the "EBITDA Statement"); or
(ii) after December 31, 2004, then as promptly as practicable after December 31, 2004 (but in no event later than ninety (90) days thereafter), PIC shall prepare and deliver to Parent and the Shareholders' Representative the EBITDA Statement.
(b) In the case of Section 2.4(a)(i) above, if the Shareholders' Representative in good faith disagrees with Parent's calculation of the EBITDA Statement, he may within twenty (20) Business Days after receipt thereof deliver a written notice to Parent disagreeing with such calculation of the EBITDA Statement. In the case of Section 2.4(a)(ii) above, if Parent or the Shareholders' Representative in good faith disagrees with PIC's calculation of the EBITDA Statement, it may within twenty (20) Business Days after receipt thereof deliver a written notice to PIC disagreeing with such calculation of the EBITDA Statement. Any such notice of disagreement shall specify in reasonable detail those items or amounts comprising the EBITDA Statement as to which the Shareholders' Representative or Parent, as applicable, disagrees and the basis of such disagreement. If no such notice of disagreement is timely delivered pursuant to this Section 2.4(b), the EBITDA Statement shall be final and binding on the parties hereto.
(c) If a notice of disagreement shall be timely delivered pursuant to Section 2.4(b), the parties shall, during the twenty (20) Business Days following such delivery, use their reasonable efforts to reach an agreement on the disputed items. If such an agreement is reached, the EBITDA Statement as so agreed shall be final and binding on the parties hereto. If the parties are unable to reach such an agreement, an Accounting Referee shall be retained to review promptly this Agreement and the disputed items or amounts. The Accounting Referee shall deliver to the parties, as promptly as practicable, and within forty-five (45) calendar days of being referred the matter, a report setting forth its adjustments, if any, to the EBITDA Statement and the calculations supporting such adjustments. The Accounting Referee shall act as ...
