Project EBITDA Adjustments Clause Samples
The Project EBITDA Adjustments clause defines how earnings before interest, taxes, depreciation, and amortization (EBITDA) for a specific project are modified to reflect agreed-upon financial realities. This clause typically outlines which revenues and expenses are included or excluded from the EBITDA calculation, such as adjustments for non-recurring costs, extraordinary items, or project-specific income. By standardizing these adjustments, the clause ensures that the reported EBITDA accurately represents the project's ongoing financial performance, thereby providing a fair basis for financial covenants, performance assessments, or profit-sharing arrangements.
Project EBITDA Adjustments. To include Combined Material Project EBITDA Adjustments for purposes of the Leverage Ratio set forth in Section 8.1, the Loan Parties shall deliver to the Administrative Agent, at least 60 days prior to the date on which the Loan Parties expect to include any Combined Material Project EBITDA Adjustment for purposes of calculating the Leverage Ratio, projections in reasonable detail setting forth such Combined Material Project EBITDA Adjustment for each of the following four consecutive fiscal quarters. The Administrative Agent shall notify the Borrower Representative no later than 30 days after receipt of such projections as to whether any proposed Combined Material Project EBITDA Adjustment is approved. The Administrative Agent shall promptly deliver to the Lenders copies of any projections it receives setting forth any proposed Combined Material Project EBITDA Adjustment, and the Administrative Agent shall notify the Lenders of whether any proposed Combined Material Project EBITDA Adjustment is approved, promptly after notifying the Borrower Representative thereof.
Project EBITDA Adjustments. The Company may elect to include Consolidated Material Project EBITDA Adjustments for purposes of calculation of the Leverage Ratio in Section 10.10(a), so long as the Company has provided to the holders at least 60 days’ notice of such election prior to the date on which the Company expects to include any Consolidated Material Project EBITDA Adjustment for purposes of calculating the Leverage Ratio, which notice shall include projections in reasonable detail setting forth such Consolidated Material Project EBITDA Adjustment for each of the following four consecutive Fiscal Quarters. Although it will not be a Default or an Event of Default if the Company fails to comply with any provision of Section 10 on or after the date of this Agreement and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3. ITT Holdings LLC Note Purchase Agreement
Project EBITDA Adjustments. To include Consolidated Material Project EBITDA Adjustments for purposes of the Leverage Ratio set forth in Section 8.1, the Loan Parties shall deliver to the Administrative Agent, at least 60 days prior to the date on which the Loan Parties expect to include any Consolidated Material Project EBITDA Adjustment for purposes of calculating the Leverage Ratio, projections in reasonable detail setting forth such Consolidated Material Project EBITDA Adjustment for each of the following four consecutive Fiscal Quarters.