Eligible Revenue Sample Clauses

Eligible Revenue. (a) Notwithstanding any provision herein to the contrary, Buyer (including, after the Effective Date, the Company) may devote only such efforts to achieving Eligible Revenue as Buyer deems advisable in its sole discretion, and Buyer (including, after the Effective Date, the Company) shall have no liability to any Seller whatsoever in the event Eligible Revenue during 2017 or Eligible Revenue during 2017 and 2018 does not result in an issuance of shares of Buyer’s Common Stock to the Sellers pursuant to clauses (iii) or (iv), respectively, of Section 2.1(b). (b) As soon as reasonably possible after the audit of Buyer’s financial statements for 2017 and, if applicable, 2018, in each case not to exceed 90 days after the close of the fiscal year, Buyer shall prepare and provide the Sellers’ Agent with a calculation of the Eligible Revenue during 2017 or the Eligible Revenue during 2017 and 2018, as applicable. Following delivery of such calculation, Buyer shall provide the Sellers’ Agent with reasonable access following prior notice to the records and employees of Buyer to the extent relevant for review by the Sellers’ Agent of such calculation and shall facilitate reasonable cooperation between the employees of Buyer and the Sellers’ Agent for purposes of such review. Such calculation shall be binding and conclusive upon, and deemed accepted by, all Sellers unless the Sellers’ Agent notifies Buyer in writing of any objections thereto within thirty (30) days after receipt thereof. Any such written notice shall specify each item that the Sellers’ Agent disputes and include a description of the Sellers’ Agent’s reasons, as well as any supporting materials, for such dispute. Disputes between the Sellers’ Agent and Buyer relating to the calculation of the Eligible Revenue during 2017 or the Eligible Revenue during 2017 and 2018, as applicable, that cannot be resolved by them within ten (10) days after receipt by Buyer of the above-referenced notice may be referred by the Sellers’ Agent or Buyer to an independent reputable accounting firm agreed upon by the Sellers’ Agent and Buyer (such firm, the “Auditor”) for resolution as promptly as possible, with each of the Sellers’ Agent and Buyer submitting background information and responding to any questions of the Auditor. The fee of the Auditor shall be paid by Buyer but shared equally between the Sellers on the one hand (through a stipulated exercise by Buyer of the Offset Right for the amount at issue) and Buyer on ...
View Source

Related to Eligible Revenue

  • Eligible Costs II.14.1 Eligible costs of the action are costs actually incurred by a beneficiary, which meet the following criteria: – they are incurred during the duration of the action as specified in Article I.2.2 of the agreement, with the exception of costs relating to final reports and certificates on the action’s financial statements and underlying accounts; – they are connected with the subject of the agreement and they are indicated in the estimated overall budget of the action; – they are necessary for the implementation of the action which is the subject of the grant; – they are identifiable and verifiable, in particular being recorded in the accounting records of a beneficiary and determined according to the applicable accounting standards of the country where the beneficiary is established and according to the usual cost-accounting practices of the beneficiary; – they comply with the requirements of applicable tax and social legislation; – they are reasonable, justified, and comply with the requirements of sound financial management, in particular regarding economy and efficiency. The beneficiaries’ accounting and internal auditing procedures must permit direct reconciliation of the costs and revenue declared in respect of the action with the corresponding accounting statements and supporting documents. II.14.2 The eligible direct costs for the action are those costs which, with due regard for the conditions of eligibility set out in Article II.14.1, are identifiable as specific costs directly linked to the performance of the action and which can therefore be booked to it direct. In particular, the following direct costs are eligible provided that they satisfy the criteria set out in the previous paragraph: – the cost of staff assigned to the action, comprising actual salaries plus social security charges and other statutory costs included in the remuneration, provided that this does not exceed the average rates corresponding to the beneficiary’s usual policy on remuneration. The corresponding salary costs of personnel of national administrations are eligible to the extent that they relate to the cost of activities which the relevant public authority would not carry out if the project concerned were not undertaken; – travel and subsistence allowances for staff taking part in the action, provided that they are in line with the beneficiary’s usual practices on travel costs or do not exceed the scales approved annually by the Commission; – the purchase cost of equipment (new or second-hand), provided that it is written off in accordance with the tax and accounting rules applicable to the beneficiary and generally accepted for items of the same kind. Only the portion of the equipment's depreciation corresponding to the duration of the action and the rate of actual use for the purposes of the action may be taken into account by the Commission, except where the nature and/or the context of its use justifies different treatment by the Commission; – costs of consumables and supplies, provided that they are identifiable and assigned to the action; – costs entailed by other contracts awarded by a beneficiary for the purposes of carrying out the action, provided that the conditions laid down in Article II.9 are met; – costs arising directly from requirements imposed by the agreement (dissemination of information, specific evaluation of the action, audits, translations, reproduction, etc.), including the costs of any financial services (especially the cost of financial guarantees). Such costs may also include specific costs incurred by the co-ordinator for fulfilling his responsibilities in his capability of the body responsible for the overall management of the action and the co-ordination of the beneficiaries. II.14.3 The eligible indirect costs for the action are those costs which, with due regard for the conditions of eligibility described in Article II.14.1, are not identifiable as specific costs directly linked to performance of the action which can be booked to it direct, but which can be identified and justified by the co-ordinator or a co- beneficiary using their accounting system as having been incurred in connection with the eligible direct costs for the action. They may not include any eligible direct costs. By way of derogation from Article II.14.1, the indirect costs incurred in carrying out the action may be eligible for flat-rate funding fixed at not more than 7% of the total eligible direct costs. If provision is made in Article I.4.2 for flat-rate funding in respect of indirect costs, they need not be supported by accounting documents. II.14.4 The following costs shall not be considered eligible: • return on capital; • debt and debt service charges; • provisions for losses or potential future liabilities; • interest owed; • doubtful debts; • exchange losses; • VAT, unless the beneficiary can show that he is unable to recover it according to the applicable national legislation. VAT paid by public bodies is not an eligible cost; • costs declared by a beneficiary and covered by another action or work programme receiving a Union grant; • excessive or reckless expenditure. II.14.5 Contributions in kind shall not constitute eligible costs. However, the Commission can accept, if considered necessary or appropriate, that the co- financing of the action referred to in Article I.4.3 should be made up entirely or in part of contributions in kind. In this case, the value calculated for such contributions must not exceed: • the costs actually borne and duly supported by accounting documents of the third parties who made these contributions to the beneficiary free of charge but bear the corresponding costs; • the costs generally accepted on the market in question for the type of contribution concerned when no costs are borne. Contributions involving buildings shall not be covered by this possibility. In the case of co-financing in kind, a financial value shall be placed on the contributions and the same amount will be included in the costs of the action as ineligible costs and in receipts from the action as co-financing in kind. The beneficiaries shall undertake to obtain these contributions as provided for in the agreement. II.14.6 By way of derogation from paragraph 3, indirect costs shall not be eligible under a grant for an action awarded to a beneficiary who already receives an operating grant from the Commission during the period in question.

  • 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.

  • Annual Percentage Rate Each Receivable has an APR of not more than 25.00%.

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

  • 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