Actual Adjusted EBITDA definition

Actual Adjusted EBITDA means EBITDA of Seller for the period from October 1, 2005 through September 30, 2006, adjusted as an add-back or reduction from EBITDA by the amounts set forth on Exhibit A, with the components of EBITDA calculated in accordance with GAAP from the September 30, 2006 Financials.
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Actual Adjusted EBITDA has the meaning set forth in Section 2.4.
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Actual Adjusted EBITDA means Adjusted EBITDA realized by the Companies for the Reference Period, as finally determined in the Binding Adjustment Statement in accordance with Section 2.4.
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Examples of Actual Adjusted EBITDA in a sentence

  • Chemtura shall have delivered to Purchaser the 2013 Audited Financial Statements in accordance with Section 5.20 and 2013 Actual Adjusted EBITDA shall be no less than 95% of 2013 Draft Adjusted EBTIDA.

  • The remaining five percent (5%) of the balance of the total amount of the Exit Option Price will be withheld by the Investor for the exclusive purpose of allowing the post-closing adjustment of the Exit Option Price pursuant to the Actual Adjusted EBITDA and the Actual Net Debt set forth in Section 9.4.2 (“Withheld Balance”).

  • Seller Representative shall set forth in detail in the EBITDA Dispute Notice the basis for its disagreement with the Purchaser’s calculation of the Actual Adjusted EBITDA.

  • The Dispute Resolution Arbiter’s determination shall be based solely on the Accounting Principles, the definitions of Actual Adjusted EBITDA, Cash, Debt, Net Indebtedness, Net Working Capital, Base Purchase Price, Closing Option Consideration, Closing Restricted Stock Unit Consideration, Per Share Participating Amount, Series A Per Share Amount, Series A-1 Per Share Amount and Series B Per Share Amount contained herein and the provisions of this Agreement, including this Section 1.06.

  • The “Valuation Multiple” shall be equivalent to: (i) if the Exit Put Option is exercised in 2016, nine point four times (9.4x) the Actual Adjusted EBITDA for the year 2016 (ii) if the Exit Put Option is exercised in 2017, nine point three times (9.3x) the Actual Adjusted EBITDA for the year 2017, or (iii) if the Exit Put Option or the Exit Call Option is exercised in 2018, nine point two times (9.2x) the Actual Adjusted EBITDA for the year 2018.

  • If Seller Representative disputes the calculation of the Actual Adjusted EBITDA within the allotted time period, the parties in good faith will attempt to jointly resolve any dispute during the thirty day period following the delivery of the EBITDA Dispute Notice.

  • If Seller Representative disputes Purchaser’s calculation of the Actual Adjusted EBITDA, Seller Representative shall deliver a written notice (“EBITDA Dispute Notice”) to Purchaser within thirty (30) days of delivery of Purchaser’s calculation.

  • Provider Solutions Incremental Adjusted EBITDA will be determined by subtracting the Provider Solutions Target Adjusted EBITDA from Actual Adjusted EBITDA before bonuses.

  • The remaining five percent (5%) of the balance of the total amount of the Exit Option Price will be withheld by the Investor as Withheld Balance for the exclusive purpose of allowing the post-closing adjustment of the Exit Option Price pursuant to the Actual Adjusted EBITDA and the Actual Net Debt set forth in Section 9.4.2.

  • No later than 120 days after each Measurement Date, or as soon thereafter as commercially practicable, Parent shall prepare in good faith and deliver to Seller a statement (the “Adjusted EBITDA Statement”) that sets forth Parent’s calculation of Cumulative Actual Adjusted EBITDA of the Business for the Measurement Period, prepared in accordance with the Cumulative Adjusted EBITDA Principles, together with audited financial statements of the Business for each year in the Measurement Period.


More Definitions of Actual Adjusted EBITDA

Actual Adjusted EBITDA shall have the meaning ascribed to it in Section 1.1 of the Subscription Agreement.
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Actual Adjusted EBITDA shall have the meaning ascribed to it in Section 3.3.1.
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Actual Adjusted EBITDA means, with respect to a Milestone Period, the Adjusted EBITDA calculated based on the Parent’s interim financial statements covering such Milestone Period. Notwithstanding the foregoing, if Closing does not occur prior to the beginning of either Milestone Period, then the relevant Adjusted EBITDA attributable to the portion of such Milestone Period up to and including the Closing Date shall be based on the Company’s financial statements.
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Related to Actual Adjusted EBITDA

  • Adjusted EBITDA means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication, to the extent the same was deducted in calculating Consolidated Net Income:

  • Adjusted EBIT means, for any accounting period, net income (or net loss) of NAI and its Subsidiaries (determined on a consolidated basis), plus the amounts (if any) which, in the determination of net income (or net loss) for such period, have been deducted for (a) interest expense, (b) income tax expense (c) rent expense under leases of property, and (d) Permitted Non-Cash Charges.

  • Consolidated Adjusted EBITDA means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

  • Adjusted Consolidated EBITDA means, with respect to the Borrower and the Subsidiaries on a consolidated basis for any period, the Consolidated Net Income of the Borrower and the Subsidiaries for such period plus

  • Annualized EBITDA means, for the four consecutive quarters ending on each Reporting Date, the Operating Partnership’s Pro Rata Share (as defined below) of earnings before interest, taxes, depreciation and amortization (“EBITDA”), with other adjustments as are necessary to exclude the effect of all realized or unrealized gains and losses related to hedging obligations, items classified as extraordinary items and impairment charges in accordance with generally accepted accounting principles, adjusted to reflect the assumption that (i) any EBITDA related to any assets acquired or placed in service since the first day of such four-quarter period had been earned, on an annualized basis, from the beginning of such period, and (ii) any assets disposed of during such four-quarter period had been disposed of as of the first day of such period and no EBITDA related to such assets had been earned during such period.

  • Cumulative EBITDA means, as of any date of determination, EBITDA of the Company from the Existing Notes Issue Date to the end of the Company’s most recently ended full fiscal quarter prior to such date, taken as a single accounting period.

  • Annualized Consolidated EBITDA means, for any quarter, the product of Consolidated EBITDA for such period of time multiplied by four (4).

  • LTM EBITDA means Consolidated EBITDA of the Company measured for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which internal consolidated financial statements of the Company are available, in each case with such pro forma adjustments giving effect to such Indebtedness, acquisition or Investment, as applicable, since the start of such four quarter period and as are consistent with the pro forma adjustments set forth in the definition of “Fixed Charge Coverage Ratio.”

  • Annual EBITDA means, with respect to any Project or Minority Holding, as of the first day of each fiscal quarter for the immediately preceding consecutive four fiscal quarters, an amount equal to (i) total revenues relating to such Project or Minority Holding for such period, less (ii) total operating expenses relating to such Project or Minority Holding for such period (it being understood that the foregoing calculation shall exclude non-cash charges as determined in accordance with GAAP). Each of the foregoing amounts shall be determined by reference to the Borrower’s Statement of Operations for the applicable periods. An example of the foregoing calculation is set forth on Exhibit G hereto.

  • Adjusted Revenue means revenue less Digital Platform Fulfilment Revenue.

  • Adjusted Net Earnings from Operations means, with respect to any fiscal period of the Borrower, the Borrower’s net income after provision for income taxes for such fiscal period, as determined in accordance with GAAP and reported on the Financial Statements for such period, excluding any and all of the following included in such net income: (a) gain or loss arising from the sale of any capital assets; (b) gain arising from any write-up in the book value of any asset; (c) earnings of any Person, substantially all the assets of which have been acquired by the Borrower in any manner, to the extent realized by such other Person prior to the date of acquisition; (d) earnings of any Person in which the Borrower has an ownership interest unless (and only to the extent) such earnings shall actually have been received by the Borrower in the form of cash distributions; (e) earnings of any Person to which assets of the Borrower shall have been sold, transferred or disposed of, or into which the Borrower shall have been merged, or which has been a party with the Borrower to any consolidation or other form of reorganization, prior to the date of such transaction; (f) gain arising from the acquisition of debt or equity securities of the Borrower or from cancellation or forgiveness of Debt; (g) gains or non-cash losses arising from Hedge Agreements entered into by Borrower, and (h) gain arising from extraordinary items, as determined in accordance with GAAP, or from any other non-recurring transaction.

  • Adjusted EBITDA Margin means Adjusted EBITDA divided by operating revenue;

  • EBITDA means, with respect to any Person for any period, the net income for such Person for such period plus the sum of the amounts for such period included in determining such net income in respect of (i) interest expense, (ii) income tax expense, and (iii) depreciation and amortization expense, in each case as determined in accordance with GAAP.

  • Adjusted Net Earnings means net earnings (loss) attributable to common stockholders as reported in the Company’s periodic reports filed with the Securities and Exchange Commission, provided that such amount shall be adjusted by reversing the following, to the extent such adjustments were made in calculating such net earnings (loss) attributable to common stockholders:

  • Consolidated EBITDA means, for any period, the Consolidated Net Income for such period, plus:

  • TTM EBITDA means, as of any date of determination, EBITDA of Borrower determined on a consolidated basis in accordance with GAAP, for the 12 month period most recently ended.

  • net earnings means such earnings as are calculated in accordance with paragraph 42 or 52, as the case may be;

  • Combined EBITDA means, for any period, Combined Net Income for such period plus, (a) without duplication and to the extent reflected as a charge in the statement of such Combined Net Income for such period, the sum of (i) income tax expense, (ii) Combined Interest Expense, (iii) amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including the Notes), (iv) depreciation and amortization expense, (v) amortization of intangibles (including, but not limited to, goodwill) and organization costs, (vi) any extraordinary, unusual or non-recurring expenses or losses (including, whether or not otherwise includable as a separate item in the statement of such Combined Net Income for such period, losses on sales of assets outside of the ordinary course of business) and (vii) any non-cash charges, including non-cash charges resulting from the vesting or issuance of equity to employees, principals or others, and minus, (b) without duplication and to the extent included as income or gain in the statement of such Combined Net Income for such period, the sum of (i) any extraordinary, unusual or non-recurring non-cash income or gains (including, whether or not otherwise includable as a separate item in the statement of such Combined Net Income for such period, non-cash gains on the sales of assets outside of the ordinary course of business) and (ii) any other non-cash income, all as determined on a combined basis, and plus or minus, as appropriate, (c) without duplication of the items set forth in clauses (a) and (b) above, the adjustments equivalent to those that OCG made to arrive at its “Adjusted Net Income” in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (as filed with the SEC), to the extent relevant to the Obligors, and (d) without duplication of the items set forth in clauses (a), (b) and (c) above, the adjustments replacing investment income (loss) with receipts of investment income from funds and companies equivalent to those that OCG made to arrive at its “Distributable Earnings” in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (as filed with the SEC), to the extent relevant to the Obligors; provided that the contribution to Combined EBITDA of a subsidiary that is not a wholly owned subsidiary shall be calculated in proportion to the Obligors’ aggregate direct or indirect economic interests in such subsidiary.

  • Consolidated EBITDAR means, for any period, Consolidated EBITDA for such period plus, to the extent deducted in determining Consolidated EBITDA for such period, Consolidated Rental Expense.

  • Adjusted Funds From Operations means, for any period, Net Cash Flows From Operating Activities for such period plus Interest Expense for such period minus (x) the portion (but not less than zero) of Net Cash Flows From Operating Activities for such period attributable to any consolidated Subsidiary that has no Debt other than Nonrecourse Indebtedness and (y) After-Tax Transitional Funding Instrument Revenue for such period.

  • Modified adjusted gross income means “federal adjusted gross income”:

  • Target EBITDA means, for each fiscal year, the EBITDA set forth in the operating budget of the Company, as approved by the Board, for the particular year.

  • Consolidated EBITDAX for any period means, without duplication, the Consolidated Net Income for such period, plus the following, without duplication and to the extent deducted (and not added back) in calculating such Consolidated Net Income:

  • total earnings means all of the dentist's gross earnings from the practice of dentistry by him in person, and "NHS earnings" means the dentist's gross earnings from the provision by him in person of general dental services under the National Health Service (Scotland) Act 1978, as amended, including where the dentist's name is included in sub-part A of the first part, or Part A prior to 2 July 2010, of two or more dental lists in Scotland, but neither his total earnings nor his NHS earnings shall be taken to include any remuneration by way of salary;

  • Consolidated EBITR means, for any fiscal period of the Borrower, an amount equal to Consolidated Net Income (Loss) for such period, plus, to the extent deducted in determining Consolidated Net Income (Loss), (i) Consolidated Tax Expense for such period, (ii) Consolidated Interest Expense for such period, and (iii) Consolidated Rental Expense for such period.

  • Consolidated Net Earnings means, for any period, the net income (loss) of Borrower for such period, as determined on a Consolidated basis and in accordance with GAAP.