Business EBITDA means the Net Income of the Business, plus the amount which, in the determination of Net Income for each period, has been deducted for (i) interest expense for such period, (ii) total federal, state, foreign and other taxes included on the income tax line of the financial statements for such period, (iii) depreciation and amortization expense for such period and (iv) Excluded Items, less Excluded Income which, in the determination of Net Income of the Business for each period, has been included. Notwithstanding anything to the contrary herein, Business EBITDA shall exclude the effects of the following items (A) any revenue, income or expense of any business, division or product line owned directly or indirectly by Buyer as of the day before the Closing Date and consolidated into or with the Company or any Company Subsidiary following the Closing Date; (B) any extraordinary gain or loss; (C) any gain, loss, income or expense (in the year of the change as well as all future years) resulting from (1) a change in the Company’s or any Company Subsidiary’s accounting methods, principles or practices in place as of the Closing Date even if such change is allowed by GAAP or (2) a change in GAAP; and (D) any reserves or adjustments that are not consistent with the past practice of the Company and the Company Subsidiaries as long as such reserves or adjustments are not otherwise required by GAAP.
Business EBITDA means, for each full fiscal year in the Earn-Out Period, the Net Income of the Bicycle Business, plus an amount which, in the determination of Net Income for each such fiscal year, has been deducted for (A) interest expense for such fiscal year, (B) total Taxes (including Transfer Taxes) for such fiscal year, (C) depreciation and amortization expense for such fiscal year, (D) Excluded Expenses and (E) any legal, accounting, investment banking and other expenses incurred in connection with the transactions contemplated hereby, in each case determined in accordance with GAAP.
Business EBITDA means for the relevant time period, the amount equal to the sum of (a) net earnings (or net loss) of the Acquired Companies (as defined in the Purchase Agreement) on a consolidated basis for such period, but excluding (without duplication): (i) any gains or losses from the collection of the proceeds of any insurance policies or insurance settlements for capital items, (ii) any income or gain or loss during such period from any prior period adjustments resulting from any change in accounting principles in accordance with GAAP, or (iii) any discontinued operations or disposition thereof (collectively, “Net Income”), plus (b) to the extent (but only to the extent) deducted in determining Net Income, without duplication, (I) all interest expense for such period, (II) all charges against Net Income for such period for federal, state and local income taxes, (III) all depreciation expenses for such period, (IV) any extraordinary, unusual or non-recurring or non-cash loss or expense, to the extent realized during such period, and (V) all amortization expenses and management fees paid to an any affiliated party for such period, minus (c) to the extent (but only to the extent) added in determining such Net Income (1) all interest income during such period, and (2) any extraordinary, unusual or non-recurring or non-cash income or gains, to the extent realized during such period. If the Acquired Companies engage in any subsequent acquisition, joint venture (in either case using equity capital contributed by Licensee or one of its Affiliates or debt, other than debt incurred pursuant to a previously established revolving facility), disposition or similar transaction, the effect of which would have an impact on calculation of Business EBITDA, then Business EBITDA will be calculated without giving effect to any item (a) through (c) generated by, resulting from or related to such acquisition, joint venture, disposition or similar transaction (or the business acquired thereby). 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 of any dispute between the parties with respect to the determination of the amount of the payment required under this Section 8.1(c), the parties hereto shall submit such dispute to a neutral arbitrator in accordance with the arbitration procedures under Articl...
Examples of Business EBITDA in a sentence
REN - Redes Energéticas Nacionais, SGPS, S.A. 5 | 72 OPERATIONAL RESULTS – EBITDA Electricity and Natural Gas Transportation Business EBITDA for the Transportation business reached 117.5 million Euros in the first 3 months of 2018, a 5.0% decrease over the same period of the previous year (-6.2 million Euros).
Within five (5) Business Days after the Closing Income Statement, the Closing Statement and the TTM Xxxxxx International Business EBITDA and Adjustment Amount set forth thereon become final and binding on the parties pursuant to this Section 2.02, Buyer shall make payment of the Transferred Cooler/Crate Purchase Price, by wire transfer in immediately available funds to ABI.
ABI shall, within five (5) Business Days after the Closing Income Statement, the Closing Statement and the TTM Xxxxxx International Business EBITDA and Adjustment Amount set forth thereon become final and binding on the parties pursuant to this Section 2.02, make payment of such Adjustment Amount, if any, by wire transfer in immediately available funds to, or as directed by, Buyer.
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.
Seller shall be entitled to a 2021 Earnout Amount if the Business EBITDA achieved by the Business in the twelve (12)-month period ending on December 31, 2021 (the “2021 Earnout Period” and the Business EBITDA during such period, the “2021 EBITDA”) exceeds the 2020 EBITDA.
More Definitions of Business EBITDA
Business EBITDA means, for any Earnout Period, the combined income of the Business before interest, income taxes, depreciation and amortization for such Earnout Period, calculated in accordance with GAAP and based on the same accounting principles and procedures applied in the preparation of Sellers' Most Recent Year-End Financial Statements. The parties hereto acknowledge and agree that (a) Business EBITDA shall not include any gain or loss on the sale of equipment or investments and (b) Business EBITDA shall not include any income or gain attributed to the write-off of accounts payable.
Business EBITDA means an amount, which may be either a positive or negative number, equal to the Consolidated Operating Income (or consolidated operating loss) of the Business for the period from and including the Measuring Time through and including the Closing Date, plus the Business Adjustments for such period, and plus depreciation and amortization to the extent taken into account in determining such Consolidated Operating Income or loss. Attached in Schedule J is an illustrative example of the calculation of Business EBITDA.
Business EBITDA means operating income plus depreciation and amortization of the Dresser-Rand Group and the Business for the twelve months ended June 30, 2004, as set forth in the applicable financial statements of the Dresser-Rand Group and the Business, calculated in accordance with the methodology set forth in Section 1.2(d) of the Disclosure Schedule.
Business EBITDA means the earnings before interest, income taxes, depreciation and amortization of the Company (together with its Other Seller Subsidiaries), calculated in accordance with past practice and with GAAP. In the event of a discrepancy between past practice of the Company and GAAP, GAAP shall prevail. However, for purposes of calculating the 2020 EBITDA and the 2021 EBITDA, to the extent there are any changes in expenses (either positive or negative) incurred by the Company as a result of the acquisition or integration with Purchaser and/or Parent (and unless such expenses are incurred in order to bring the Company in compliance with any applicable law), such changes in cost shall not be incorporated into the applicable EBITDA and instead shall be an amount equal to the expense that would have been incurred by the Company but for the acquisition and integration with Purchaser and/or Parent.
Business EBITDA means for the applicable business unit, for the calendar year of 2011, Operating Income of the business plus depreciation and amortization expense plus any non-cash compensation expense arising from the grant of stock based compensation to officers and employees. Should the Company divest a sub-segment of the business during the calendar year, the Business Unit EBITDA Target shall be reduced (or increased) by the amount of EBITDA of the sub-segment that was to be contributed by (or reduced from) the business before the deduction of allocated functional and corporate expenses for such period as the EBITDA of the business sub-segment is no longer reflected in actual 2011 Business Unit EBITDA (“Adjusted Target”). The Threshold and Maximum Business Unit EBITDA values and all other Business Unit EBITDA values identified in the Management Incentive Plan documentation shall be adjusted such that they are the same percentage of the Adjusted Target as were the original values of the original Target.
Business EBITDA means, with respect to any Calculation Period, the net income before interest, income taxes, depreciation and amortization of the Business for such period, determined in accordance with GAAP but applied and calculated in a manner derived from the consolidated financial statements of Buyer for the relevant periods in which the applicable Calculation Period occurs.
Business EBITDA shall have the meaning set forth in Section 2.3(a) hereof.