Actual Adjusted EBITDA definition

Actual Adjusted EBITDA has the meaning set forth in Section 2.4.
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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 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”).

  • Subject to Section 3.3.4, the Accounting Expert shall provide the Parties with a written explanation in reasonable detail of the calculation of each of the Actual Adjusted EBITDA and/or the Actual Net Debt, as applicable.

  • If Purchaser and Seller Representative can resolve their dispute and agree upon the calculation of the Actual Adjusted EBITDA, they shall memorialize their agreement in writing and such mutually agreed upon figure shall be final, conclusive and binding upon all of the parties.

  • If Purchaser and Seller Representative cannot resolve the dispute to their mutual satisfaction, Purchaser and Seller Representative shall engage the Independent Accountant to determine the appropriate amount of Actual Adjusted EBITDA consistent with this Agreement.

  • 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.

  • 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.

  • 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.

  • On a quarterly basis, the Board shall compare Actual Adjusted EBITDA Performance of the Company for the year on a cumulative basis, against Target Adjusted EBITDA Performance for the year on a cumulative basis.

  • 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.


More Definitions of Actual Adjusted EBITDA

Actual Adjusted EBITDA shall have the meaning ascribed to it in Section 3.3.1.
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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 means Adjusted EBITDA as reported in the Company’s external financial reporting for the applicable Plan Year but excluding (a) incentive compensation (all bonus and stock-based compensation) expenses and (b) Transaction EBITDA for any Transaction Year.
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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.