EBITDA Notice definition

EBITDA Notice has the meaning set forth in Section 2.04.
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EBITDA Notice shall have the meaning set forth in Section 2.02(b)(i) hereof.
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EBITDA Notice shall have the meaning set forth in Section 2.4.1.
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Examples of EBITDA Notice in a sentence

  • If Proppants fails to object to the calculation of Partnership Adjusted EBITDA with respect to an Earnout Period as set forth in the Partnership Adjusted EBITDA Notice within such 30 days period, then Proppants shall be deemed to have agreed with and accepted the Partnership’s calculation of Partnership Adjusted EBITDA with respect to such Earnout Period for all purposes of this Agreement.

  • If a timely Revelyst EBITDA Notice of Disagreement is not received by Revelyst within thirty (30) days after delivery of the Revelyst EBITDA Statement, then the Revelyst EBITDA Statement shall become final and binding upon the Parties.

  • At the end of such 15-day period, Vista Outdoor and Revelyst shall, unless agreed by Vista Outdoor and Revelyst in writing otherwise, submit to the Independent Expert for review any and all matters that remain in dispute and were included in the Revelyst EBITDA Notice of Disagreement.

  • The Revelyst EBITDA Notice of Disagreement, if any, shall specify in reasonable detail (based on the information comprising the Revelyst EBITDA Statement) the nature, item and amount of any disagreement so asserted.

  • Other than the Earnout Disputed Items, the Members shall be deemed to have accepted all items and amounts contained in such EBITDA Notice.

  • Despite Italian productive reality still seems too tied to tradition, there are some interesting cases of family businesses where tradition was leveraged in order to pursue innovation strategies and obtain a lasting competitive advantage.

  • The EBITDA Notice will include a copy of the Positive EBITDA Financial Statements, a statement of Clearwire' Gross Operating Margin and Clearwire' calculation of the Positive EBITDA for the Applicable Quarters.

  • Any item or amount that Vista Outdoor does not dispute in the Revelyst EBITDA Notice of Disagreement within such 30-day period will be final, binding and conclusive for all purposes under this Agreement.

  • The Company shall furnish to the Holders an Officers' Certificate within 90 days after the end of the Company's fiscal year ending in 2002 (the "2002 EBITDA Notice"), setting forth the Company's EBITDA for its previous fiscal year.

  • Following the delivery of a Revelyst EBITDA Notice of Disagreement, for a period of fifteen (15) days, Vista Outdoor and Revelyst shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Revelyst EBITDA Notice of Disagreement.


More Definitions of EBITDA Notice

EBITDA Notice that Flux has achieved Positive EBITDA. The EBITDA Notice will include a copy of the Positive EBITDA Financial Statements, a statement of Flux' Gross Operating Margin and Flux' calculation of the Positive EBITDA for the Applicable Quarters. Within thirty (30) days of delivery of the EBITDA Notice, Flux will issue to HITN a number of additional shares of Class A Common Stock (rounded to the nearest whole share) (the "Contingent Consideration") equal to a fraction in which:
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EBITDA Notice. 3.5(d)(i) "EBITDA Notice of Disagreement" 3.5(d)(ii) "Employees" 3.2 (a) Employee Benefit Plans" 6.24 "Employment Agreement" 3.2(a) "Estimated Closing Financial Statements" 3.3
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Related to EBITDA Notice

  • EBITDA Target means the Company's projected earnings before interest, taxes, one-time transition expenses, non-cash compensation expense charges, depreciation and amortization, as contained in the Company's budget for the Applicable Period and which is approved by the Board (without reference to any adjustments or revision, upwards or downwards, to such projected earnings which are subsequently approved by the Board as part of any subsequent revision to such budget), and (ii) the term "Financial Results" shall mean the Company's EBITDA calculated by reference to the Company's financial statements for the Applicable Period as filed with the Securities and Exchange Commission (the "SEC").

  • TTM EBITDA means, as of any date of determination, EBITDA of Borrower determined on a consolidated basis in accordance with GAAP, for the 12 month period most recently ended.

  • Annual EBITDA means, with respect to any Project or Minority Holding, as of the first day of each fiscal quarter for the immediately preceding consecutive four fiscal quarters, an amount equal to (i) total revenues relating to such Project or Minority Holding for such period, less (ii) total operating expenses relating to such Project or Minority Holding for such period (it being understood that the foregoing calculation shall exclude non-cash charges as determined in accordance with GAAP). Each of the foregoing amounts shall be determined by reference to the Borrower’s Statement of Operations for the applicable periods. An example of the foregoing calculation is set forth on Exhibit G hereto.

  • Material Project EBITDA Adjustments means, with respect to each Material Project:

  • Determination Notice is defined in Section 6.1(b)(i) of the Agreement.

  • LTM EBITDA means Consolidated EBITDA of the Company measured for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which internal consolidated financial statements of the Company are available, in each case with such pro forma adjustments giving effect to such Indebtedness, acquisition or Investment, as applicable, since the start of such four quarter period and as are consistent with the pro forma adjustments set forth in the definition of “Fixed Charge Coverage Ratio.”

  • CAFA Notice refers to the notice requirements imposed by 28 U.S.C. § 1715(b).

  • Baseline Period means the period used to determine the baseline emission rate for each regulated pollutant under OAR 340 division 222.

  • Reference Notice means a notice given to the Water Services Regulation Authority under paragraph 11 or 14 of Condition B;

  • Pro Forma Adjusted EBITDA shall have the meaning assigned to such term in Section 3.05(a).

  • Adjusted EBITDA means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication, to the extent the same was deducted in calculating Consolidated Net Income:

  • Earn-Out Period has the meaning set forth in Section 2.3(a).

  • Cumulative EBITDA means, as of any date of determination, EBITDA of the Company from the Existing Notes Issue Date to the end of the Company’s most recently ended full fiscal quarter prior to such date, taken as a single accounting period.

  • PAGA Notice means Plaintiff’s October 27, 2022, letter to Ansible and the LWDA providing notice pursuant to Labor Code section 2699.3, subd.(a).

  • Earnout Period has the meaning specified in Section 2.03(a).

  • Election Notice has the meaning set forth in Section 11.01(b).

  • Fiscal Quarters means the period from January 1 to March 31, April 1 to June 30, July 1 to September 30 and October 1 to December 31 of the applicable year.

  • Milestone Notice has the meaning set forth in Section 2.4(a).

  • Annualized EBITDA means, for the four consecutive quarters ending on each Reporting Date, the Operating Partnership’s Pro Rata Share (as defined below) of earnings before interest, taxes, depreciation and amortization (“EBITDA”), with other adjustments as are necessary to exclude the effect of all realized or unrealized gains and losses related to hedging obligations, items classified as extraordinary items and impairment charges in accordance with generally accepted accounting principles, adjusted to reflect the assumption that (i) any EBITDA related to any assets acquired or placed in service since the first day of such four-quarter period had been earned, on an annualized basis, from the beginning of such period, and (ii) any assets disposed of during such four-quarter period had been disposed of as of the first day of such period and no EBITDA related to such assets had been earned during such period.

  • Target EBITDA means, for each fiscal year, the EBITDA set forth in the operating budget of the Company, as approved by the Board, for the particular year.

  • Fiscal Quarter means a fiscal quarter of any Fiscal Year.

  • Reset Notice has the meaning specified in Section 3.07.

  • EBITDA means, with respect to any Person for any period, the net income for such Person for such period plus the sum of the amounts for such period included in determining such net income in respect of (i) interest expense, (ii) income tax expense, and (iii) depreciation and amortization expense, in each case as determined in accordance with GAAP.

  • Consolidated Adjusted EBITDA means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

  • Pro Forma Compliance Certificate means a certificate of a Responsible Officer of the Borrower containing reasonably detailed calculations of the financial covenants set forth in Section 8.11 recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) after giving effect to the applicable transaction on a Pro Forma Basis.

  • Estimated Incremental Quarterly Tax Amount has the meaning assigned to such term in Section 6.9.