Acquired Entity EBITDA means, with respect to any Acquired Entity subject to a Permitted Acquisition, for any period, the net income (or loss) of such Person and its Subsidiaries calculated on a consolidated basis for such period plus, to the extent deducted from revenues in determining the net income (or loss) of such Person and its Subsidiaries as described above, (i) for any period, the interest expense of such Person and its Subsidiaries calculated on a consolidated basis for such period, (ii) expense for taxes paid or accrued, (iii) depreciation, (iv) amortization and (v) any extraordinary non-cash or nonrecurring non-cash charges or losses incurred other than in the ordinary course of business minus, to the extent added to revenues in determining the net income (or loss) of such Person and its Subsidiaries as described above, any extraordinary non-cash or nonrecurring non-cash gains realized other than in the ordinary course of business. Such amounts shall be derived by the Company from financial statements of the Acquired Entity delivered to the Administrative Agent prior to the consummation of such Permitted Acquisition (which financial statements shall be audited through the end of the most recently ended fiscal year and, for each subsequent fiscal quarter, shall be prepared by the Acquired Entity on a basis consistent with such audited financial statements) and shall be subject to the consent of the Administrative Agent acting in good faith; provided, that when calculating Acquired Entity EBITDA with respect to the Calence Acquisition through the period ending March 31, 2009, the Company may use amounts related to historical Calence EBITDA as set forth in pro-forma consolidated financial statements contained in the Information Memorandum.
Acquired Entity EBITDA means, with respect to any Acquired Entity subject to a Permitted Acquisition, for any period, the net income (or loss) of such Person and its Subsidiaries calculated on a consolidated basis for such period plus, to the extent deducted from revenues in determining the net income (or loss) of such Person and its Subsidiaries as described above, (i) for any period, the interest expense of such Person and its Subsidiaries calculated on a consolidated basis for such period, (ii) expense for taxes paid or accrued, (iii) depreciation, (iv) amortization and (v) any extraordinary non-cash or nonrecurring non-cash charges or losses incurred other than in the ordinary course of business minus to the extent added to revenues in determining the net income (or loss) of such Person and its Subsidiaries as described above, any extraordinary non-cash or nonrecurring non-cash gains realized other than in the ordinary course of business. Such amounts shall be derived by Insight from financial statements of the Acquired Entity that, in the case of a Permitted Acquisition with respect to which the aggregate consideration exceeds $100,000,000, shall have been delivered to the Agent, the Purchasers and the Administrative Agent prior to the consummation of such Permitted Acquisition, which financial statements shall be audited through the end of the most recently ended fiscal year ended at least 90 days prior to the consummation of such Permitted Acquisition and, for each subsequent fiscal quarter ended at least 45 days prior to the consummation of such Permitted Acquisition, shall be prepared by the Acquired Entity on a basis consistent with such audited financial statements.
Acquired Entity EBITDA means, for any period, the EBITDA generated by an Acquired Entity calculated in a manner consistent with the calculation of EBITDA of the Business Unit.
Examples of Acquired Entity EBITDA in a sentence
In addition, Seller (and the Members’ Representative on behalf of each Member) agrees and acknowledges that the Buyer Parties may make from time to time such business decisions as they deem appropriate in the conduct of the Business Unit’s business, including actions that may have an impact on Business Unit EBITDA, Acquired Entity EBITDA and achievement of all or any portion of Earn-out Consideration.
In addition, Seller (and the Members’ Representative on behalf of each Member) agrees andacknowledges that the Buyer Parties may make from time to time such business decisions as they deem appropriate in the conduct of the Business Unit’s business, including actions that may have an impact on Business Unit EBITDA, Acquired Entity EBITDA and achievement of all or any portion of Earn-outConsideration.
More Definitions of Acquired Entity EBITDA
Acquired Entity EBITDA means, with respect to any Acquired Entity for any ---------------------- period, the net income of such Acquired Entity for such period plus to the extent deducted in the determination of such Acquired Entity's net income, the sum of such Acquired Entity's (a) aggregate amount of income tax expense for such period, (b) aggregate amount of interest expense for such period, and (c) aggregate amount of depreciation and amortization, all for such period and as determined in accordance with GAAP, provided that there shall be excluded from the determination of such Acquired Entity's net income (x) the net income (or loss) attributable to all joint ventures and non-wholly owned subsidiaries of such Acquired Entity that are subject to restrictions as to distribution of funds from such entities to the Acquired Entity or any of its wholly owned subsidiaries, to the extent that cash has not actually been distributed to such Acquired Entity or its wholly owned subsidiary, and (y) all non-cash gains or losses.
Acquired Entity EBITDA means, for purposes of clause (c) of the definition of Consolidated EBITDA, the net income of any Acquired Entity PLUS (ii) to the extent deducted in the determination of such Acquired Entity's net income, the sum of such Acquired Entity's: (A) aggregate amount of income tax expense for such period, (B) aggregate amount of interest expense for such period and (C) aggregate amount of amortization, depreciation and other non-cash charges (including amortization of goodwill, transaction expenses, employee stock ownership plan expense, excess reorganization expense, stock option expense, covenants not to compete and other intangible assets) for such period, all as determined in accordance with GAAP, PROVIDED that for purposes of determining Acquired Entity EBITDA, (i) all extraordinary gains or losses of such Acquired Entity and (ii) the gain (or loss) attributable to the sale of any assets of such Acquired Entity outside the ordinary course of business shall not be included in such Acquired Entity's net income.
Acquired Entity EBITDA means, for purposes of clause (c) of the definition of Consolidated EBITDA, the net income of any Acquired Entity for any period plus to the extent deducted in the determination of such Acquired Entity's net income, the sum of such Acquired Entity's (a) aggregate amount of income tax expense for such period, (b) aggregate amount of interest expense for such period and (c) aggregate amount of amortization, depreciation and other non-cash charges (including employee stock ownership plan expense, stock option expense, and amortization of goodwill, transaction expenses, excess reorganization expense, covenants not to compete and other intangible assets) for such period, all as determined in accordance with GAAP, provided that (i) all extraordinary gains or losses of such Acquired Entity for such period and (ii) the gain (or loss) for such period attributable to the sale of any assets of such Acquired Entity outside the ordinary course of business shall not be included in such Acquired Entity's net income.
Acquired Entity EBITDA set forth in Section 1.01 of the Amended and Restated Credit Agreement is hereby amended by deleting the words "for purposes of clause (c) of the definition of Consolidated EBITDA, the net income of any Acquired Entity for any period" from the first and second lines of such definition and inserting in lieu thereof the following phrase: "with respect to any Acquired Entity for any period, the net income of such Acquired Entity for such period".
Acquired Entity EBITDA set forth in Exhibit I to the Receivables Purchase Agreement is amended by amending and restating the proviso therein as follows: provided, that when calculating Acquired Entity EBITDA with respect to the Calence Acquisition through the period ending March 31, 2009, Insight may use amounts related to historical Calence EBITDA as set forth in pro-forma consolidated financial statements contained in the Information Memorandum.
Acquired Entity EBITDA has the meaning assigned to such term in the JPMorgan Credit Agreement.
Acquired Entity EBITDA means, for purposes of clause (c) of the definition of Consolidated EBITDA, the net income of any Acquired Entity for any period plus to the extent deducted in the determination of such Acquired