Related Definition. In this clause 1.3, a person is descended from another person if the first person is descended from the other person by:
Related Definition. “Net Revenue” means, with respect to the applicable post-Closing period, the aggregate amount invoiced by the Company or Buyer from the sales of Company Products to third parties (including distributors) minus (a) credits, allowances, discounts and rebates to, and chargebacks from the account of, such third parties; (b) freight, transportation and insurance costs; (c) cash, quantity and trade discounts, rebates and other price reductions; (d) sales, use, value-added and other direct Taxes; and (e) customs duties, tariffs, surcharges and other governmental charges. Net revenues shall be adjusted upward on a dollar for dollar basis for product that is provided to customers at below commercial market pricing, provided that Company Products provided at no cost to any third party in connection with clinical and non-clinical research and trials, sales samples, or other similar arrangements shall not be included in Net Revenue. If Company Products are bundled with one or more products that are not Company Products and sold for a single price, then for purposes of calculating the revenue payments set forth above, the Net Revenue attributable to such bundle will be calculated based on the trailing 12-month average selling price for the Company Products included as part of such bundle. In the case that a trailing 12-month selling price has yet to be established, this price will be based on the average selling price published in an industry marketing report.
Related Definition. “Capital Expenditures”, with respect to any Person or group, for any period, shall mean the additions to property, plant and equipment and other capital expenditures of such Person or group that are (or would be) set forth in its or their consolidated statement of cash flows for such period prepared in accordance with GAAP.
Related Definition. “EBITDA”, with respect to All Loan Parties, for any period, shall mean consolidated net income of All Loan Parties for such period plus (i) without duplication and to the extent deducted in determining such consolidated net income for such period, the sum of (A) consolidated interest expense for such period, (B) consolidated income tax expense for such period, (C) all amounts attributable to depreciation and amortization for such period, (D) fees of the Lenders under the DIP Credit Agreement for such period and (E) any extraordinary non-cash charges for such period, and minus (ii) without duplication and to the extent included in determining such consolidated net income, any extraordinary gains for such period, all determined on a consolidated basis in accordance with GAAP.
Related Definition. “EBITDAR”, with respect to each Borrower Group, for any period, shall mean consolidated net income of such Borrower Group for such period plus (i) without duplication and to the extent deducted in determining such consolidated net income for such period, the sum of (A) consolidated interest expense for such period, (B) consolidated income tax expense for such period, (C) all amounts attributable to depreciation and amortization for such period, (D) fees of the Lenders under the DIP Credit Agreement for such period, (E) professional fees incurred or allocated in connection with the restructuring of such Borrower Group for such period and (F) any extraordinary non-cash charges for such period, and minus (ii) without duplication and to the extent included in determining such consolidated net income, any extraordinary gains for such period, all determined on a consolidated basis in accordance with GAAP.
Related Definition. N/A Items: The list of items controlled is contained in the ECCN heading.
