Closing EBITDA definition

Closing EBITDA means “EBITDA” as defined in the indenture governing the notes identified in clause (i) of the definition of “Existing Notes” modified as follows: (a) business optimization expenses and other restructuring charges under clause (4) of such definition shall only be permitted to be added back up to an aggregate amount of $5,000,000 for the twelve-month period ended December 31, 2007 and (b) EBITDA for each of the three-month periods ended March 31, 2007 and June 30, 2007, respectively, shall be deemed to be $32,700,000 and $88,300,000, respectively.

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Closing EBITDA means $31,000,000.

Closing EBITDA means the Consolidated EBITDA of the Company and its Subsidiaries, determined on a consolidated basis and calculated by the Company in good faith for the twelve-month period ending on the last day of the most recent fiscal quarter ending at least 15 days prior to the Closing Date. With respect to the line items included in the definition of Consolidated EBITDA in this Agreement that correspond with the line items included in the definition of “Consolidated EBITDA” under the Company Credit Agreement, such line items will be calculated in good faith and in a manner consistent with the calculation of the corresponding line items in the definition of Consolidated EBITDA under the Company Credit Agreement (but without regard to any time limitations or dollar caps specified therein for such line items).

Examples of Closing EBITDA in a sentence

The Administrative Agent shall have received a certificate from the chief financial officer confirming that Closing EBITDA of the Company and its Subsidiaries, on a consolidated basis, for the twelve-month period ended December 31, 2007, shall equal at least $255,000,000, and showing in reasonable detail the support for such calculation.
If and to the extent that the Third Closing EBITDA is reduced by reason of the payment of the Second Purchase Incentive Payment to the Incentive Holders, the Third Closing EBITDA shall be increased by the amount of such reduction.
The Company and the Buyer shall, during the five days following delivery of the Disagreement Notice, use commercially reasonable efforts to reach an agreement regarding the Closing EBITDA Amount.
If the Sellers give Buyer a written notice of objection to the Closing EBITDA Dispute Notice, and if Buyer and the Sellers fail to resolve the objections within 30 days of receipt of the notice by Buyer, Buyer and the Sellers shall submit the issues remaining in dispute with respect to the Closing EBITDA to the Independent Accountants for resolution.
On or prior to the last day of the Review Period, Sellers may object to the Closing EBITDA Statement by delivering to Buyer a written statement setting forth Sellers’ objections in reasonable detail, indicating each disputed item or amount and the basis for Sellers’ disagreement therewith (the “Statement of Objections”).

More Definitions of Closing EBITDA

Closing EBITDA shall be an amount equal to the Company's EBITDA for the twelve month period ending on the last day of the fiscal month ended immediately prior to the Closing Date.

Closing EBITDA means, with respect to the Borrower and its Subsidiaries for the 13 Retail Periods ended immediately prior to the Closing Date and all determined on a consolidated basis and in accordance with GAAP, the sum of (i) Consolidated Net Income for such period, plus (ii) to the extent deducted in the calculation of Consolidated Net Income for such period, Consolidated Interest Expense for such period, plus (iii) to the extent deducted in the calculation of Consolidated Net Income for such period, federal and state income taxes for such period, plus (iv) to the extent deducted in the calculation of Consolidated Net Income for such period, depreciation and amortization expense for such period, plus (v) to the extent deducted in the calculation of Consolidated Net Income for such period, all extraordinary losses for such period, minus (vi) to the extent included in the calculation of Consolidated Net Income for such period, all extraordinary gains for such period.

Closing EBITDA has the meaning set forth in SECTION 2(C)(IX) below.

Closing EBITDA means the Company’s actual EBITDA for the fiscal year ended December 31, 2013.

Closing EBITDA means the sum of (i) $15,500,000, plus (ii) $500,000.

Closing EBITDA means EBITDA for the period from April 1, 2009 to the Closing Date based on the Final Financial Statements.

Closing EBITDA means the trailing (12) months EBITDA of the Company as of February 28, 2013, which Sellers and Buyer agree is an amount equal to $2,086,243.