Baseline EBITDA definition

Baseline EBITDA means (i) for the fiscal year ended December 31, 2007, $42,000,000, (ii) for the fiscal year ended December 31, 2008, $45,000,000, (iii) for the fiscal year ended December 31, 2009, $50,000,000, (iv) for the fiscal year ended December 31, 2010, $55,000,000, (v) for the fiscal year ended December 31, 2011, $60,000,000, (vi) for the fiscal year ended December 31, 2012, $65,000,000, and (vii) for the fiscal year ended December 31, 2013, $70,000,000.

Baseline EBITDA means $12,000,000.

Baseline EBITDA shall have the meaning ascribed thereto in Section 3.1 hereof.

Examples of Baseline EBITDA in a sentence

• At Licensor’s request, Licensee shall provide a statement in reasonable detail and with reasonable supporting documentation showing Licensee’s calculation of Comparison EBITDA, Baseline EBITDA and the Incremental Business EBITDA.

• In the event that the Post-Closing Seabreeze EBITDA is less than the Seabreeze EBITDA included in the WCN Baseline EBITDA Statement, Sellers shall pay Buyers a cash payment equal to the aggregate of the amount of such decrease in EBITDA multiplied by 4; provided, however, that the amount of such decrease in EBITDA, for purposes of this Section 2.3(f), shall not exceed the amount of the Prorated Gulf Coast EBITDA Loss.

• In the event that Seller has any dispute relating to the Baseline EBITDA or the determination of Actual Net Working Capital, the provisions of Section 8.5 shall apply.

• For each ten percent (10%) increase in the Comparison Period EBITDA over the Baseline EBITDA, Licensee shall pay Licensor an additional $500,000, up to a maximum incremental payment amount pursuant to this sentence of $2,000,000.

• For example, if the Comparison Period EBITDA is twenty percent (20%) more than the Baseline EBITDA, then the total payment pursuant to this Section 8.1(c) would be $3,000,000.

More Definitions of Baseline EBITDA

Baseline EBITDA shall be equal to $4,705,000.

Baseline EBITDA means $137,000,000; provided, that in the event any Add-On Acquisition results in an adjustment to the Periodic Fees pursuant to Section 2(b), the Baseline EBITDA will immediately after the consummation of such Add-On Acquisition be adjusted to be equal to Parent’s Consolidated EBITDA immediately after giving effect to such Add-On Acquisition.

Baseline EBITDA means AED4.32 million, being sixty per cent (60%) of the estimated EBITDA for FY2023 of AED7.2 million;

Baseline EBITDA has the meaning set forth in Section 2.10(a).

Baseline EBITDA means an amount equal to (i) the combined net income, calculated in accordance with GAAP consistently applied, plus interest expenses, federal, state and local taxes based on income, depreciation and amortization and subject to the adjustments as provided in this Section 2.5(c), of (A) Trinity and MBP, on a combined basis, and (B) the Transferred Entities, on a combined basis, for the twelve (12) calendar month period ending with the month immediately preceding the month in which the Closing occurs, less (ii) the sum of $500,000; provided, however, that the Baseline EBITDA, for purposes of calculating the Measurement Period Earn-Out Payment for any Measurement Period, shall not be less than $17,694,000. (For the avoidance of doubt, if the Closing occurs in December 2007, the Baseline EBITDA shall be determined for the period of December 1, 2006 through November 30, 2007.) In calculating Baseline EBITDA, the parties agree to the following adjustments: (i) all legal, accounting, broker and advisory fees and expenses directly related to the acquisition of the Transferred Entities and Escrow Agreement expenses shall be disregarded; (ii) general administrative and overhead expenses shall be disregarded with respect to the Transferred Entities, except that direct costs of Newpark and its Affiliates related to the Business prior to the Closing shall be considered for purposes of calculating Baseline EBITDA; (iii) management fees payable to Affiliates of Trinity and/or MBP shall be disregarded with respect to Trinity and MBP; (iv) asset impairments and similar non-cash charges shall be disregarded; and (v) any extraordinary, non-recurring or unusual gains, losses or expenses on sales of assets or businesses (including sales other than in the ordinary course of business) shall be disregarded. Within five (5) Business Days of the execution of this agreement the parties shall jointly prepare an estimate of the Baseline EBITDA, calculated on a pro forma basis in accordance with the foregoing provisions as if the Closing occurred in December 2007 (the “Estimated Baseline EBITDA”). Not less than five (5) Business Days prior to the Closing Date, Newpark and Purchaser shall deliver to the other a statement setting forth such party’s respective input into the calculation of the actual Baseline EBITDA. The actual Baseline EBITDA shall be calculated in a manner consistent with the calculation of the Estimated Baseline EBITDA. Newpark and Purchaser shall attempt, in good fait...

Baseline EBITDA means $3,761,000.

Baseline EBITDA has the meaning given such term in Section 1.3(d).