Financial covenant definitions. The expressions used in this Clause 23 (Financial Covenants) shall be construed in accordance with IFRS, or GAAP as applicable, or for the purposes of this Agreement:
Financial covenant definitions. Changed for net Profit After Tax, Revenue and Working Capital Turnover. SDSA and BSDE will be required, on a consolidated basis, to maintain the following financial ratios, percentages and amounts on a year to date basis as of the last day of the fiscal period under review (quarterly and annually) by us and IBM Credit:
Financial covenant definitions. For the purposes of clause 8.7 the following expressions shall have the following meanings:
Financial covenant definitions. In this Agreement:-
Financial covenant definitions. In this Clause 10:
Financial covenant definitions. The following terms shall have the following respective meanings in this Schedule. All amounts shall be determined in accordance with generally accepted accounting principles (GAAP).
Financial covenant definitions. The definitions in clause 20.1 (Financial covenants) shall also apply to this Agreement.
Financial covenant definitions. Solely for purposes of this Section 10, the following terms shall have the following meanings:
Financial covenant definitions. In this Agreement the following terms have the meanings set out below: Consolidated EBITDA for any Test Period means the consolidated profit from ordinary activities (where a German term is used in this definition, such term refers to the item as disclosed in the relevant profit and loss account in accordance with § 275 (1) of the German Commercial Code and such German term, and not the English term to which it relates, shall be authoritative for the construction of that term) of the Group for such period:
(a) as adjusted to exclude the operating result of any non-wholly-owned member of the Group that is not able to lend its cash to a wholly-owned member of the Group in accordance with Clause 19.29 (Surplus Cash) (in each case, as certified by KDG to the Facility Agent) but adjusted to include (to the extent not already taken into account) the amount of any dividend or other distribution received in cash by a wholly-owned member of the Group from such non-wholly-owned member of the Group;
(b) before taking into account Taxes taken into account in calculating profit from ordinary activities;
(c) before deducting any depreciation or amortisation (Abschreibungen) whatsoever;
(d) before taking into account all extraordinary items (whether positive or negative) and all exceptional items but after deducting any aperiodic income and adding back aperiodic expenses;
(e) before taking into account interest and similar expenses (Zinsen und ähnliche Aufwendungen) and interest income (sonstige Zinsen und ähnliche Erträge);
(f) before deducting amortisation of any goodwill;
(g) before deducting costs associated with any acquisition and costs incurred in connection with the financing or refinancing of any acquisition (regardless of whether any such financing or refinancing was completed). Such costs shall include, without limitation, upfront fees, arrangement fees or indemnity fees or any extension or renewal fees and similar costs of a non-recurring nature, including costs incurred in connection with due diligence, transitional arrangements and all fees paid to professional advisers;
(h) after adding back (to the extent otherwise deducted) any loss against book value incurred by the Group on the de-recognition (Abgang) of any asset (other than the sale of trading stock) during such period including any loss or write-down from fair value adjustments or step-up depreciation;
(i) after deducting (to the extent otherwise included) any gain over book value arising in favour ...
Financial covenant definitions. In this Clause: EBITDA means, for any period, Net Income for such period adjusted by:
(a) adding, without duplication and to the extent deducted in arriving at Net Income, the sum of:
(i) Non-Gaming Tax;
(ii) amortisation or write-off of debt discount and debt issuance costs and interest, commissions, discounts and other fees and charges associated with Financial Indebtedness (including the Loans);
(iii) depreciation and amortisation expense;
(iv) amortisation of intangibles (including goodwill);
(v) the aggregate of all non-cash items which otherwise have the effect of decreasing Net Income;
(vi) any foreign currency exchange losses;
(vii) any extraordinary expenses or losses; and
(viii) any pre-opening and start-up expenses incurred by any member of the Group prior to the opening date of MGM Cotai; and
(b) subtracting, without duplication and to the extent included in determining such Net Income, the sum of:
(i) interest income;
(ii) the aggregate of all non-cash items which otherwise have the effect of increasing Net Income;
(iii) any foreign currency exchange gains; and
(iv) any extraordinary income or gains, in each case with such adjustments being determined in accordance with IFRS, consistently applied. Interest Charges means for any period, capitalised and non-capitalised interest in respect of Financial Indebtedness of the Group during that period (eliminating inter-company items) and any fees payable under Subclause 22.2 (Commitment Fee) during that period, in each case determined in accordance with IFRS, consistently applied.
