Manner of Computation. For the [***] set forth in this Section 5(A), all of the following conventions shall apply:
Manner of Computation. For purposes of this Agreement, “
Manner of Computation. For purposes of Sections 3.02, 3.03, and 3.04 all computations of federal income tax shall be made in accordance with the Code and the regulations thereunder including, where relevant, Treasury Regulation § 1.1502-47.
Manner of Computation. For purposes of this Agreement, “EBITDA” of the Covered Business for any fiscal year shall mean its earnings from operations before interest, taxes, depreciation and amortization, calculated as if it were being operated as a separate and independent corporation. EBITDA shall be determined in accordance with U.S. generally accepted accounting principles (“GAAP”) as consistently applied by Buyer. In determining such EBITDA:
Manner of Computation. For purposes of this Agreement, “Net Revenue” for any period shall mean the total cash received by the Buyer and its subsidiaries related to registrations of “.travel” domain names, net of third-party registry operator fees, if applicable, and exclusive of any cash received from a Bulk Purchase Program. “Bulk Purchase Program” means any agreement or program of Buyer or its subsidiaries pursuant to which a single purchaser or affiliated group of purchasers registers or renews more than twenty five thousand (25,000) “.travel” domain names.
Manner of Computation. For purposes of this Agreement, “EBIT” of the Acquired Business shall mean the consolidated earnings of the Acquired Business from operations before interest income and expense and corporate income taxes. EBIT shall be determined in accordance with GAAP. In determining such EBIT:
Manner of Computation. For purposes of this Agreement, ‘‘EBITDA’’ of the Ac- quired Business for any fiscal year shall mean its earnings from operations before interest, taxes, depreciation and amortization, calculated as if it were being op- erated as a separate and independent corporation. EBITDA shall be determined in accordance with generally accepted accounting principles (GAAP) as consis- tently applied by Seller as determined by the firm of independent certified public accountants engaged by Buyer for purposes of its own audit (‘‘Buyer’s Account- ants’’). In determining such EBITDA:
Manner of Computation. For purposes of this Agreement, "Pre-Tax ---------------------- Income" of Ash for each of Year One, Year Two and Year Three shall mean Ash's aggregate earnings net of losses from operations, calculated as if it were being operated as a separate and independent corporation, after deduction of all appropriate expenses, charges, and reserves, but before adjustment for federal, state, and local income or franchise taxes. Pre-Tax Income shall be determined in accordance with generally accepted accounting principles (GAAP") consistently applied by NFLI after consultation with the firm of independent certified public accountants engaged by NFLI for purposes of its own audit ("NFLI's Accountants"); provided, however, that in determining such Pre-Tax Income:
Manner of Computation. For purposes of this Agreement, "Net Income ---------------------- ---------- Before Taxes" for any Earnout Year shall mean the consolidated net income before ------------ taxes of Deer Valley, after deduction of all expenses, including deductions for profit sharing or bonuses accrued by any employees of Deer Valley, including profit sharing of the Sellers under the terms of each Employment Agreement. Net Income Before Taxes shall be determined in accordance with generally accepted accounting principles ("GAAP") as determined by the firm of independent ---- certified public accountants engaged by the Parent Company for purposes of auditing its year end financial statements for reporting purposes under the Exchange Act (the "Audit"), or such other firm of independent certified public ----- accountants as selected by the Board of Directors of the Parent Company ("Accountants"). In determining Net Income Before Taxes: -----------
Manner of Computation. For purposes of this Agreement, "Distributable Cash before Reserves" of the Company for any Fiscal Year shall mean its Distributable Cash as defined in Section 1.1 above, before, and without taking into account, any reduction for the Reserves. Distributable Cash before Reserves shall be determined initially by the Seller, following the issuance of the audited financial statements of the Company for the applicable Fiscal Year, and Seller shall obtain input in computing the Distributable Cash before Reserves both from the firm of independent certified public accountants engaged by the Company for purposes of the Company's audit ("Sandhill's Accountants") and from the Management Committee of the Company. In determining the Distributable Cash before Reserves:
