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Manner of Computation Sample Clauses

Manner of ComputationFor purposes of this Agreement, "Pre-Tax ---------------------- Income" of BPI for each of Year One, Year Two and Year Three shall mean BPI'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: (a) Pre-Tax Income shall be computed without regard to "extraordinary items" of gain or loss as that term shall be defined in GAAP; (b) Pre-Tax Income 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 NFLI to BPI, except that NFLI may charge interest on any loans or advances made by NFLI to BPI in connection with its business operations at a rate of 9%; (d) No deduction shall be made for legal or accounting fees and expenses arising out of this Agreement or the Merger Agreement; (e) The purchase and sales prices of goods and services sold by BPI to NFLI or its affiliates or purchased by BPI from NFLI or its affiliates shall be adjusted to reflect the amounts that BPI would have realized or paid if dealing with an independent party in an arm's length commercial transaction; however, it is understood that NFLI or its affiliates may offer special arrangements to BPI. Any such arrangements which modify this Agreement shall be in writing and signed by both NFLI and Reddy; and (f) Depreciation and amortization of assets acquired from BPI shall be computed under the straight-line method, using the carrying value of depreciable assets less applicable reserves, as shown on the books and records of BPI, and the useful lives for such assets, or categories thereof as though the merger of BPI and NFLI had not been effected.
Manner of ComputationFor 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 the [***] set forth in this Section 4(b), all of the following conventions shall apply: _________________ [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. (A) for the "[***] " portion of the formula, [***] shall be [***] using [***] as used by [***] of its [***], and in the event [***] was [***] by [***]. [***] will notify [***] of the [***] on or before the [***] of the [***], and the [***] of the [***] shall be [***]; (B) for the "[***] " portion of the [***],[***] shall be [***] (in illustration and not in limitation of the foregoing, [***] is the [***]); (C) pricing data will be [***]; (D) if [***] that a [***] is [***] a [***] for a [***], but not [***], for a [***], then the [***] relevant to such [***] will be [***] to [***] the [***] and [***] in question for that period of time; and (E) The values resulting from the formulas expressed in each of the Sections 4(b)(3)(A) and 4(b)(3)(B) (i.e., whether [***] values) shall be applied to the [***] of the respective grade of [***] purchased by PANTRY at each Designated Terminal [***] up to the maximum total volume of [***] eligible for a [***], as provided in Section 4(b)(2) (each a “[***] Number”), which will be subject to the provisions of Section 4(c) of this Agreement. For the avoidance of doubt, the application of this subparagraph (E) will result in as many [***] Numbers [***] for each Designated Terminal as that number of grades (e.g., [***]) of [***] PANTRY purchases at such Designated Terminal in such [***].
Manner of ComputationFor purposes of this Agreement, “
Manner of ComputationFor 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 ComputationFor 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 ComputationFor 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 ComputationFor 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;
Manner of Computation. (a) For purposes of this Agreement, “EBITDAMF” of the Acquired Business for any fiscal year shall mean its earnings from operations before interest income, interest expense, income taxes, depreciation on fixed assets, amortization on intangible assets, management or other charges levied on the Acquired Business by the Buyer and parent management fees. EBITDAMF shall be determined in accordance with US GAAP as consistently applied by EIS as determined by the firm of independent certified public accountants engaged by Buyer for purposes of its own audit (“Buyer’s Accountants”).
Manner of ComputationFor purposes of this Agreement, “EBITDA” shall mean, for each Earnout Period, the net income of the Company and the Surviving Corporation, as determined in accordance with GAAP, plus interest, income taxes, depreciation and amortization of the Company and the Surviving Corporation for such period; provided, however, that for purposes of calculating EBITDA: