Examples of EBITDA Certificate in a sentence
With respect to any EBITDA Certificate, if the Holder does not deliver an EBITDA Objection Notice within the applicable EBITDA Review Period, such EBITDA Certificate shall be final and binding.
Each EBITDA Certificate shall set forth (x) EBITDA of the Corporation for the relevant EBITDA Target Period and (y) the calculation of such EBITDA amount in reasonable detail.
The EBITDA Certificate in question, after giving effect to any EBITDA Adjustments and to the resolution of disputed matters by the Accounting Firm, shall be final and binding.
Within 15 days after the issuance of the Corporation's audited financial statements, PWC shall send a draft of the EBITDA Certificate (the "DRAFT EBITDA CERTIFICATE") to the Investors and the Corporation, each of whom shall have 30 days thereafter (the "OBJECTION PERIOD") to make any objection thereto or suggest any changes in order to conform the calculation therein to the terms of this Certificate of Designation.
Failure by any party to make any objection or suggest any such changes within the Objection Period will be deemed to constitute acceptance of the Draft EBITDA Certificate.
Upon receipt by the Holder of any EBITDA Certificate, the Holder may, within five (5) Business Days after the date of receiving such EBITDA Certificate (the "EBITDA Review Period"), deliver to the Corporation an objection notice setting forth the Holder's objections to the EBIDTA calculations set forth in such EBITDA Certificate together with a summary of the reasons for such objections (each such notice delivered by the Holder, an "EBITDA Objection Notice").
The Corporation will use its best efforts to cause PWC to issue the EBITDA Certificate (the "FINAL EBITDA CERTIFICATE") as promptly as practicable, but in any event no later than 30 days following the expiration of the Objection Period, and the Final EBITDA Certificate shall be binding on all parties, including without limitation the Corporation and the Investors and their successors and assigns.
Not less than ten (10) Business Days prior to the Closing Date, the Company shall deliver to the Buyer a certificate (the "Adjusted EBITDA Certificate"), executed by the Chief Financial Officer of the Company, certifying as to the Adjusted EBITDA Amount for the twelve (12) month period ending on December 31, 2004.
Without limiting the generality of the provisions of Section 7.3, the Company shall make available to the Buyer and its representatives access to the work papers used by the Company to prepare the Adjusted EBITDA Certificate and to such other books, records and information as the Buyer may reasonably request for the purpose of verifying the accuracy of the Adjusted EBITDA Amount so certified.
The October 2016 EBITDA Certificate shall include a certification by the Sellers’ Representative, on behalf of the Sellers, that either the October 2016 TTM EBITDA is greater than or equal to the amount set forth on Section 4.22 of the Disclosure Schedules or that the October 2016 TTM EBITDA is less than such amount (the amount by which October 2016 TTM EBITDA is less than the amount set forth on Section 4.22 of the Disclosure Schedules, the “EBITDA Shortfall Amount”).