EBITDA TEST Sample Clauses

EBITDA TEST. Schedule III......................................................
Sample 1
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EBITDA TEST. Seller shall be entitled to receive, as a component of the Contingent Payments, cash in an amount determined in accordance with this Section 4.3(c), in respect of growth in EBITDA ("EBITDA Payments"). (i) Seller shall be entitled to receive EBITDA Payments in the event that EBITDA for the fiscal year ended December 31, 1997 ("1997 EBITDA") exceeds the Earnings Baseline in accordance with the following: 1997 EBITDA as a Percentage of Earnings Baseline Amount of EBITDA Payments less than 108% $0 108% $37.5 million greater than 108% but equal to or less inear increase from $37.5 million (at than 110% 108%) to $75 million (at 110%) greater than 110% but equal to or less linear increase from $75 million (at than 112% 110%) to $100 million (at 112%) greater than 112% $100 million (ii) if 1997 EBITDA is less than 108% of the Earnings Baseline, but EBITDA for the fiscal year ended December 31, 1998 ("1998 EBITDA") is an amount equal to or greater than 116% of the Earnings Baseline, then EBITDA Payments shall be made in the amount of $75 million in respect of such period; (iii) if (x) 1997 EBITDA is less than 108% of the Earnings Baseline, (y) 1998 EBITDA is an amount less than 116% of the Earnings Baseline, and (z) EBITDA for the fiscal year ended December 31, 1999 ("1999 EBITDA") is equal to or greater than 124% of the Earnings Baseline, then EBITDA Payments shall be made in the amount of $75 million in respect of such period; (iv) if at least $37.5 million but less than $75 million is paid to Seller as EBITDA Payments in respect of the fiscal year ended December 31, 1997, then (x) if 1998 EBITDA is an amount equal to or greater than 116% of the Earnings Baseline, then EBITDA Payments shall be made in an amount such that the aggregate EBITDA Payments equals $75 million; or (y) if 1998 EBITDA is less than 116% of the Earnings Baseline, but 1999 EBITDA is an amount equal to or greater than 124% of the Earnings Baseline, then EBITDA Payments shall be made in an amount such that the aggregate EBITDA Payments equals $75 million; (v) To the extent the aggregate EBITDA Payments made to Seller exceed $75 million, such excess is referred to herein as "Excess EBITDA Payments"; and (vi) Set forth on Schedule II hereto is an example of application of the EBITDA Test to hypothetical facts.
Sample 1
EBITDA TEST. Have for each fiscal quarter during the periods set forth on Schedule 7.19E, Adjusted EBITDA of not less than the amounts shown on such Schedule 7.19E -------------- for the applicable period.
Sample 1
EBITDA TEST. From and after the Trigger Date, the Borrower Group will no permit the EBITDA Test to be more than the following ratios for the following dates (when calculating Consolidated Debt less cash and Permitted Investments) and quarterly and annual periods (when calculating EBITDA) ending on such dates: PERIOD PERIOD ENDING ON EBITDA RATIO ------ ---------------- ------------ Annual December 31, 2003 8:1 Quarterly March 31, June 30 and September 30, 2004 8:1 Annual December 31, 2004 and each December 31 thereafter 6:1 Quarterly March 31, June 30 and September 30 of each year, commencing March 31, 2005 and thereafter 6:1 All calculations made for purposes of determining compliance with this financial covenant shall be based on financial statements reconciled to U.S. GAAP; provided, that for purposes of this Section 6.09, Consolidated Debt and Permitted Investments shall be calculated in Dollars on the date of any determination.
Sample 1
EBITDA TEST. Once the Loan Commitment Conditions have been met, the Loan Parties will maintain at all times EBITDA, calculated on a rolling six-month basis and tested at the end of each month, of not less than $2,000,000.”. 3.12 As of the Amendment Effective Date, Exhibit C of the Credit Agreement is hereby amended by deleting paragraph 5 thereof in its entirety, and adjusting the remaining paragraph numbering accordingly. 3.13 As of the Amendment Effective Date, the Revolving Commitment Schedule to the Credit Agreement is hereby deleted and replaced, in its entirety, by the Revolving Commitment Schedule attached hereto as Schedule “B”. 3.14 As of the Amendment Effective Date, the Credit Agreement is hereby amended and modified in accordance with the provisions set out herein, and shall be read in its entirety in the form attached hereto as Schedule “C”.
Sample 1
EBITDA TEST. Commencing with the Fiscal Quarter ending March 31, 2024, with respect to any given Fiscal Quarter, the Company’s Adjusted EBITDA for such Fiscal Quarter shall exceed the amount set forth opposite such Fiscal Quarter in the following table (the “Minimum Adjusted EBITDA Test”): March 31, 2024 $ 500,000 June 30, 2024 $ 667,000 September 30, 2024 $ 834,000 December 31, 2024 and on the last day of each Fiscal Quarter thereafter $ 1,000,000
Sample 1
EBITDA TEST. At the end of each Quarter commencing from 31 December 2001 up to and including 31 December 2003 the aggregate EBITDA in Euro of the immediately preceding two Quarters shall not negatively deviate more than 20% from the level set out in column headed "Aggregate EBITDA Base Case" in the table below. MAXIMUM NEGATIVE AGGREGATE AGGREGATE EBITDA EBITDA BASE EBITDA BASE CASE CASE (-20%) --------- ---- ------ Quarter IV 2001 -4,271,528 -7,397,292 -8,876,751 Quarter I 2002 -6,286,190 -10,557,719 -12,669,263 Quarter II 2002 -7,370,611 -13,656,801 -16,388,161 Quarter III 2002 -6,082,746 -13,453,357 -16,144,028 Quarter IV 2002 -5,922,727 -12,005,473 -14,406,568 Quarter I 2003 -2,494,642 -8,417,368 -10,100,842 Quarter II 2003 -1,450,262 -3,944,904 -4,733,885 Quarter III 2003 261,541 -1,188, 721 -1,426,465 Quarter IV 2003 -757,513 -495,972 -595,166
Sample 1
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EBITDA TEST. 1. In the event that the weighted average EBITDA of SQM (as reported on an audited consolidated basis under Chilean GAAP) for the two years ended 31 December 2003 is equal to or greater than US$ 205 million, the sum of US$ 6 million shall be subscribed; 2. In the event that the test set forth in the preceding paragraph is not met but the weighted average EBITDA of SQM (as reported on an audited consolidated basis under Chilean GAAP) for the three years ended 31 December 2003 is equal to or greater than US$ 132.5 million, the sum of US$ 4 million shall be subscribed; and 3. In the event that the weighted average EBITDA for the three years ended 31 December 2003 is less than US$ 132.5 million, no subscription shall be made. For purposes of the EBITDA Test in paragraph (1) the weighted average EBITDA for the 2 years ended 31 December 2003 shall be the sum of (a) 50% of the EBITDA for 2002 plus (b) 50% of the EBITDA for 2003 and for purposes of the EBITDA Test in paragraphs (2) and (3) the weighted average EBITDA for the 3 years ended 31 December 2003 shall be the sum of (x) 20% of the EBITDA for 2001 (y) 30% of the EBITDA for 2002 and (z) 50% of the EBITDA for 2003. Any payment in respect of the EBITDA Test shall be made on the same date as provided in paragraph 3.1.(b)(i) with respect to the Debt Ratio.
Sample 1

Related to EBITDA TEST

  • EBITDA The term “EBITDA” shall mean, with respect to any fiscal period, “Consolidated EBITDA” as defined in the Credit Agreement, provided that the following should also be excluded from the calculation of EBITDA to the extent not already excluded from the calculation of Consolidated EBITDA under the Credit Agreement: (i) Non-Cash Charges (as defined in the Credit Agreement) related to any issuances of equity securities; (ii) fees and expenses relating to the Acquisition; (iii) financing fees (both cash and non-cash) relating to the Acquisition; (iv) covenant-not-to-compete payments to certain members of the Company’s senior management and related expenses; (v) expenses (or any portion thereof) incurred outside of the ordinary course of business that are approved by the Board which the Board determines in its good faith discretion are in the best interest of the Company but which will have a disproportionately adverse impact on the Company’s short term financial performance, affecting the Company’s ability to achieve financial targets related to the vesting of the Class C Units under the Incentive Unit Subscription Agreements or the Company’s annual bonus plan; (vi) costs and expenses incurred in connection with evaluating and consummating acquisitions not contemplated by the Company’s annual plan, as such plan is approved by the Board in good faith; (vii) related party expenditures that are subject to the prior written consent of the Majority Executives pursuant to Section 2.3(a) of the Securityholders Agreement but have failed to receive such consent; (viii) advisors’ fees and expenses incurred outside the ordinary course of business related solely to Vestar’s activities that are unrelated to the Company; (ix) costs associated with any put option or call option contemplated by any Rollover Subscription Agreement or Incentive Unit Subscription Agreement; (x) costs associated with any proposed initial Public Offering or Sale of the Company (as such terms are defined in the Securityholders Agreement); (xi) expenses related to any litigation arising from the Acquisition; (x) management fees and costs related to the activities giving rise to such fees that are paid to, paid for or reimbursed to Vestar and its Affiliates; and (xii) material expenditures or incremental expenditures inconsistent with prior practice (to the extent that prior practice is relevant) required by Board (where Management Managers (as defined in the Securityholders Agreement) unanimously dissent) unless such expenditures are reasonably likely to result in any benefit (whether economic or non-economic) to the Company as determined by the Board in its good faith discretion.

  • Measurement Period In this Agreement, unless the contrary intention appears, a reference to:

  • Performance Testing 7.2.1 The Design-Builder shall direct and supervise the tests and, if necessary, the retests of the Plant using Design-Builder’s supervisory personnel and the Air Emissions Tester shall conduct the air emissions test, in each case, in accordance with the testing procedures set forth in Exhibit A (the “Performance Tests”), to demonstrate, at a minimum, compliance with the Performance Guarantee Criteria. Owner is responsible for obtaining Air Emissions Tester and for ensuring Air Emissions Tester’s timely performance. Design-Builder shall cooperate with the Air Emissions Tester to facilitate performance of all air emissions tests. Design-Builder shall not be held responsible for the actions of Owner’s employees and third parties involved in the Performance Testing, including but not limited to Air Emissions Tester. 7.2.2 No later than thirty (30) Days prior to the earlier of the Scheduled Substantial Completion Date or Substantial Completion, Design-Builder shall provide to Owner for review a detailed testing plan for the Performance Tests (other than for air emissions). Owner and Design-Builder shall agree upon a testing plan that shall be consistent with the Performance Test Protocol contained in Exhibit A hereto. After such agreement has been reached, Design-Builder shall notify the Owner five (5) business days prior to the date Design-Builder intends to commence the Performance Tests and shall notify the Owner upon commencement of the Performance Tests. Owner and Independent Engineer each have the right to witness all testing, including the Performance Tests and any equipment testing, whether at the Site or at the Subcontractor’s or equipment supplier’s premises during the course of this Agreement. Notwithstanding the foregoing sentence, Owner shall bear the costs of providing a witness to any such testing and all such witnesses shall comply at all times with Design-Builder’s, Subcontractor’s or equipment supplier’s safety and security procedures and other reasonable requirements, and otherwise conduct themselves in a manner that does not interfere with Design-Builder’s, Subcontractor’s or equipment supplier’s activities or operations. 7.2.3 Design-Builder shall provide to Owner a Performance Test report (excluding results from air emissions testing), including all applicable test data, calculations and certificates indicating the results of the Performance Tests and, within five (5) business days of Owner’s receipt of such results, Owner, Independent Engineer and Design-Builder will jointly inspect such Work and review the results of the Performance Tests to verify that the Performance Guarantee Criteria have been met. If Owner or Independent Engineer reasonably determines that the Performance Guarantee Criteria have not been met, Owner shall notify Design-Builder the reasons why Owner determined that the Performance Guarantee Criteria have not been met and Design-Builder shall promptly take such action or perform such additional work as will achieve the Performance Guarantee Criteria and shall issue to the Owner another notice in accordance with Section 7.2.2; provided however that if the notice relates to a retest, the notice may be provided no less than two (2) business days prior to the Performance Tests. Such procedure shall be repeated as necessary until Owner and Independent Engineer verifies that the Performance Guarantee Criteria have been met. 7.2.4 If Owner, for whatever reason, prevents Design-Builder from demonstrating the Performance Guarantee Criteria within thirty (30) Days of Design-Builder’s notice that the Plant is ready for Performance Testing, then Design-Builder shall be excused from demonstrating compliance with the Performance Guarantee Criteria during such period of time that Design-Builder is prevented from demonstrating compliance with the Performance Guarantee Criteria; provided however that Design-Builder will be deemed to have fulfilled all of its obligations to demonstrate that the Plant meets the Performance Guarantee Criteria should such period of time during which Design-Builder is prevented from demonstrating the Performance Criteria exceed thirty (30) Days or extend beyond the Final Completion Date.

  • Performance Tests Contractor shall perform Performance Tests in accordance with Section 11.2 of the Agreement and Attachment S.

  • Performance Measurement The Uniform Guidance requires completion of OMB-approved standard information collection forms (the PPR). The form focuses on outcomes, as related to the Federal Award Performance Goals that awarding Federal agencies are required to detail in the Awards.

  • Adjusted EBITDA The 2019 adjusted EBITDA for the Affiliated Club Sellers shall total an aggregate of not less than $10,700,000.

  • Total Net Leverage Ratio Holdings and its Restricted Subsidiaries, on a consolidated basis, shall not permit the Total Net Leverage Ratio on the last day of any Test Period to exceed the ratio set forth below opposite the last day of such Test Period:

  • Minimum Consolidated EBITDA The Borrower will not permit Modified Consolidated EBITDA, for any Test Period ending at the end of any fiscal quarter of the Borrower set forth below, to be less than the amount set forth opposite such fiscal quarter: Fiscal Quarter Amount September 30, 1997 $36,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,000

  • Cash Flow Leverage Ratio The Borrower will not permit the Cash Flow Leverage Ratio on the last day of any fiscal quarter to exceed 3.50 to 1.00.

  • Minimum Adjusted EBITDA Borrower shall maintain a minimum trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), as of such test date, of at least the greater of (a) $75,000,000 and (b) an amount equal to 75% of the trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), for the immediately preceding six-month period, tested semi-annually, commencing September 30, 2024, and continuing on each subsequent March 31 and September 30.

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