Examples of Closing Date EBITDA in a sentence
The Closing Date Leverage Ratio shall be no greater than 2.75 to 1.00 and the Administrative Agent shall have received a duly completed certificate executed by a Responsible Officer of the Borrower setting forth a calculation of such Closing Date Leverage Ratio, in form and substance satisfactory to the Administrative Agent (including a reasonably detailed calculation of Closing Date EBITDA).
The Borrower shall not permit the Leverage Ratio as at the last day of any period of four consecutive fiscal quarters of the Borrower (including the fourth fiscal quarter) to exceed 6.0 to 1.0 (or, if less than four fiscal quarters have ended since the Closing Date, EBITDA for the relevant period shall be deemed to equal EBITDA for the one, two or three immediately preceding completed fiscal quarters commencing with the fiscal quarter ending March 31, 2006, multiplied by 4, 2 and 4/3 respectively).
For the purpose of calculating EBITDA for any period, if during such period the Company or any Subsidiary shall have made an acquisition or a disposition on or after the Closing Date, EBITDA for such period shall be calculated after giving pro forma effect to such acquisition or disposition, as if such acquisition or disposition, as the case may be, occurred on the first day of such period.
In the event any such notice of disagreement is timely provided, Buyer and Seller, in conjunction with their respective independent accounting firms, shall use commercially reasonable efforts for a period of fifteen (15) Business Days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculation of Closing Date EBITDA.
A copy of the Final Closing Date EBITDA Determination shall be delivered by Buyer to Seller Representative as soon as available.