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:
(a) EBITDA shall be computed without regard to ‘‘extraordinary items’’ of gain or loss as that term shall be defined in GAAP;
(b) EBITDA shall not include any gains, losses or profits realized from the sale of any assets other than in the ordinary course of business;
(c) No deduction shall be made for any management fees, general overhead expenses or other intercompany charges, of whatever kind or nature, charged by Buyer to the Acquired Business, except that Buyer may charge interest on any loans or advances made by Buyer to the Acquired Business in connection with its business operations at a rate of ;
(d) No deduction shall be made for legal or accounting fees and expenses aris- ing out of this Agreement or the Purchase Agreement;
(e) The purchase and sales prices of goods and services sold by the Acquired Business to Buyer or its affiliates or purchased by the Acquired Business from Buyer or its affiliates shall be adjusted to reflect the amounts that the Acquired Business would have realized or paid if dealing with an indepen- dent party in an arm’s-length commercial transaction.
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 [***] set forth in this Section 4(a), all of the following conventions shall apply:
(A) [***] will be used for reference prices in the above formulas for the period of September 16 through May 31, regardless of the gasoline “type” product purchased;
(B) For the “[***]” portion of all formulas set forth in this Section 4(a), the [***] shall be calculated [***] the [***] as used [***] for calculation of its [***], and in the event [***] published by [***], [***] will notify [***] of the [***] on or before [***][***] of the [***] following [***], and the [***] of the [***] shall be based on [***];
(C) for the “[***]” portion of all formulas set forth in this Section 4(a), the [***] shall be based [***] (in illustration and not in limitation of the foregoing, [***];
(D) pricing data will be [***]; and
(E) if the Parties agree that a [***] is [***] for a [***], but [***] such [***], for [***], then [***] to [***] and [***] will be adjusted to remove the commodity and supplier in question for that period of time.
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:
(a) EBITDA shall not include any gains, losses or profits realized from the sale of any assets other than in the ordinary course of business;
(b) EBITDA shall be computed without regard to “extraordinary” items (as that term shall be defined in GAAP) of gain or loss from Force Majeure;
(c) No deduction shall be made for legal or accounting fees and expenses arising out of this Agreement or the Asset Purchase Agreement; and
(d) The purchase and sales prices of goods and services sold by the Covered Business to Buyer or its affiliates or purchased by the Covered Business from Buyer or its affiliates shall be adjusted to reflect the amounts that the Covered Business would have realized or paid if dealing with an independent party in an arm’s-length commercial transaction.
Manner of Computation. For purposes of this Agreement, “
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, “2004 Company Revenue” shall mean the gross revenue recognized by the Company, the Surviving Corporation, Buyer or any of their respective Affiliates (without duplication and net of transactions between and among the Buyer and Affiliates of the Buyer, other than as expressly set forth in this Section 1.9) during 2004, as determined in accordance with GAAP, from the sale, license, use, service, maintenance, distribution, provision of or training with respect to the Company’s (and, following the Effective Time, the Surviving Corporation’s) search management and affiliate marketing products and services (including any enhancements thereof or improvements thereto either before or after the Closing Date); provided, however, that for purposes of calculating the 2004 Company Revenue:
Manner of Computation. For purposes of this Agreement, “NOI” for any period shall mean the gross income from operations of the Property by the Buyer less all operating expenses therefrom, including, without limitation, all management fees and the FF&E Payment before interest, taxes (other than real property taxes on the Property), depreciation and amortization. NOI shall be determined in accordance with generally accepted accounting principles (“GAAP”). In determining NOI:
(a) NOI shall be computed without regard to “extraordinary items” of gain or loss as that term shall be defined in GAAP;
(b) NOI shall not include any gains, losses or profits realized from the sale of any assets other than in the ordinary course of business;
(c) NOI shall not include any gains, losses, income or profit from any expansion to the Property after the Effective Date; and
(d) During the Term, the Buyer shall furnish Seller with monthly financial statements and a preliminary, non-binding calculation of NOI within thirty (30) days of the last day of each preceding month.
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:
(a) Distributable Cash before Reserves shall be computed without regard to "extraordinary items" of gain or loss as that term shall be defined in GAAP;
(b) Distributable Cash before Reserves shall not include any gains, losses or profits realized from the sale of any assets other than in the ordinary course of business; and
(c) No deduction shall be made for legal or accounting fees and expenses arising out of this Agreement or the PSA.
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:
(a) EBIT shall, except as otherwise provided for herein, be computed without regard to “extraordinary items” of gain or loss, as that term is defined in GAAP;
(b) EBIT shall not include any gains, losses or profits realized from the sale of any assets other than in the ordinary course of business;
(c) No deduction shall be made for any corporate charges or their equivalent charged by Parent or any of its subsidiaries or affiliates to the Acquired Business;
