EBITDA of the Business definition

EBITDA of the Business means earnings before interest, taxes, depreciation and amortization (calculated in a manner consistent with Purchaser’s accounting policies consistently applied) of the Business for the Earn-Out Period, as calculated pursuant to Exhibit A attached hereto.
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EBITDA of the Business has the meaning set forth on Exhibit C.
Sample 1
EBITDA of the Business for any applicable period shall mean the EBITDA of the Business calculated as if the Business were being operated as an independent, standalone corporation, regardless of physical location of the operation and the Acquired Assets. In determining the EBITDA of the Business for purposes of this Section 2.10:
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Examples of EBITDA of the Business in a sentence

  • The Purchase Price was agreed to by Buyer and Seller based on an 8 times multiple of Adjusted EBITDA of the Business.

  • For avoidance of doubt, no partial Earn Out Payments shall be earned or paid to the extent the EBITDA of the Business for any applicable Earn Out Period is equal or less than $1,500,000.

  • In the event that the EBITDA of the Business is not equal to or greater than $250,000 for the twelve (12)-month period following the Closing Date (the “Determination Period”), the Seller Parties shall, on a joint several basis, pay to Purchaser an amount equal to the difference between $250,000 and the EBITDA of the Business during the Determination Period via a wire or ACH transfer of immediately available funds to an account designated by Purchaser (the “Purchase Price Refund”).

  • Xxxxxxxxx recognizes that the 2003 EBITDA calculation is no guarantee of future performance and that actual EBITDA of the Business for the period after September 30, 2003 may be less than the 2003 EBITDA.

  • That the Noos Run-Rate EBITDA of the Business as at Closing as demonstrated by the Management Financial Reports is no less than EUR 70 million.

  • For example, if the EBITDA of the Business for August and September of 2004 are less than 70% of the EBITDA of the Business for the August and September of 2003, then Buyer must elect to terminate this Agreement within 45 days after it receives the monthly financial report for September 2004 which shows the second consecutive month of reduction.

  • In the event that the Seller Stockholder disagrees with the calculation of the EBITDA of the Business for either the First Contingent Amount Period or the Second Contingent Amount Period, the Seller Stockholder shall have the right, at his sole cost and expense, to conduct an independent audit of Newco’s books and records for such period.

  • To the extent that the Buyer has charged an expense against the EBITDA of the Business during the Earn-out Period that has been allowed under Section 2.5 and is related to the items set forth in the foregoing clauses (i) or (ii), the amount of such expense may not be claimed as Damages hereunder.

  • Both the operator and stakeholder interviews documented the growth of public bikesharing and provided a greater understanding of its benefits and challenges from a variety of perspectives.

  • Buyer agrees to pay to the Sellers for the Assets and the Sellers agree to accept from Buyer as the base purchase price for the Assets (the "Base Purchase Price"), the amount equal to nine (9) times the average of the EBITDA (as hereinafter defined) derived from the audited financial statements (the "Audited EBITDA") of the Business for the fiscal years ending December 31, 2000 and December 31, 2001.

Related to EBITDA of the Business

  • 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:

  • 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.

  • Property EBITDA means for any property owned by Ventas, Inc. or any of its Subsidiaries as of the date of determination, for any period of time, the net income (loss) derived from such property for such period, before deductions for (without duplication):

  • Pro Forma EBITDA means, for any period, the Consolidated EBITDA of the Issuer and the Restricted Subsidiaries, provided that for the purposes of calculating Pro Forma EBITDA for such period, if, as of such date of determination:

  • Consolidated Capital Expenditures means, for any period, the aggregate of all expenditures of Company and its Subsidiaries during such period determined on a consolidated basis that, in accordance with GAAP, are or should be included in “purchase of property and equipment or similar items”, or that should otherwise be capitalized, as reflected in the consolidated statement of cash flows of Company and its Subsidiaries.

  • Consolidated EBITDAR means, for any period, Consolidated EBITDA for such period plus, to the extent deducted in determining Consolidated EBITDA for such period, Consolidated Rental Expense.

  • Consolidated EBITDA means, for any period, the Consolidated Net Income for such period, plus:

  • Adjusted EBIT means, for any accounting period, net income (or net loss) of NAI and its Subsidiaries (determined on a consolidated basis), plus the amounts (if any) which, in the determination of net income (or net loss) for such period, have been deducted for (a) interest expense, (b) income tax expense (c) rent expense under leases of property, and (d) Permitted Non-Cash Charges.

  • Combined EBITDA means, for any period, Combined Net Income for such period plus, (a) without duplication and to the extent reflected as a charge in the statement of such Combined Net Income for such period, the sum of (i) income tax expense, (ii) Combined Interest Expense, (iii) amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including the Notes), (iv) depreciation and amortization expense, (v) amortization of intangibles (including, but not limited to, goodwill) and organization costs, (vi) any extraordinary, unusual or non-recurring expenses or losses (including, whether or not otherwise includable as a separate item in the statement of such Combined Net Income for such period, losses on sales of assets outside of the ordinary course of business) and (vii) any non-cash charges, including non-cash charges resulting from the vesting or issuance of equity to employees, principals or others, and minus, (b) without duplication and to the extent included as income or gain in the statement of such Combined Net Income for such period, the sum of (i) any extraordinary, unusual or non-recurring non-cash income or gains (including, whether or not otherwise includable as a separate item in the statement of such Combined Net Income for such period, non-cash gains on the sales of assets outside of the ordinary course of business) and (ii) any other non-cash income, all as determined on a combined basis, and plus or minus, as appropriate, (c) without duplication of the items set forth in clauses (a) and (b) above, the adjustments equivalent to those that OCG made to arrive at its “Adjusted Net Income” in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (as filed with the SEC), to the extent relevant to the Obligors, and (d) without duplication of the items set forth in clauses (a), (b) and (c) above, the adjustments replacing investment income (loss) with receipts of investment income from funds and companies equivalent to those that OCG made to arrive at its “Distributable Earnings” in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (as filed with the SEC), to the extent relevant to the Obligors; provided that the contribution to Combined EBITDA of a subsidiary that is not a wholly owned subsidiary shall be calculated in proportion to the Obligors’ aggregate direct or indirect economic interests in such subsidiary.

  • 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:

  • 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.

  • Consolidated Working Capital means, as at any date of determination, the excess of Current Assets over Current Liabilities.

  • Consolidated Net Earnings means, for any period, the net income (loss) of Borrower for such period, as determined on a Consolidated basis and in accordance with GAAP.

  • Adjusted Consolidated EBITDA means, with respect to the Borrower and the Subsidiaries on a consolidated basis for any period, the Consolidated Net Income of the Borrower and the Subsidiaries for such period plus

  • net non-operating income means the difference between: (A) revenues from all sources other than those related to operations; and (B) expenses, including taxes and payments in lieu of taxes, incurred in the generation of revenues in (A) above.

  • Consolidated EBITR means, for any fiscal period of the Borrower, an amount equal to Consolidated Net Income (Loss) for such period, plus, to the extent deducted in determining Consolidated Net Income (Loss), (i) Consolidated Tax Expense for such period, (ii) Consolidated Interest Expense for such period, and (iii) Consolidated Rental Expense for such period.

  • Adjusted Consolidated Working Capital means, at any time, Consolidated Current Assets (but excluding therefrom all cash and Cash Equivalents) less Consolidated Current Liabilities at such time.

  • EBITDAR means, for any period, on a consolidated basis for the Borrower and its Subsidiaries, the sum of the amounts for such period, without duplication, of (i) EBITDA and (ii) Rentals.

  • Consolidated EBITDAX for any period means, without duplication, the Consolidated Net Income for such period, plus the following, without duplication and to the extent deducted (and not added back) in calculating such Consolidated Net Income:

  • Consolidated EBIT means, for any period, the Consolidated Net Income for such period, before interest expense and provision for taxes based on income and without giving effect to any extraordinary gains or losses or gains or losses from sales of assets other than inventory sold in the ordinary course of business.

  • Adjusted Net Operating Income means, with respect to a Property for any given period, Net Operating Income of such Property for such period minus Capital Reserves for such period.

  • Consolidated Net Working Capital means (a) all current assets of the Company and its Restricted Subsidiaries except current assets from Oil and Gas Hedging Contracts, less (b) all current liabilities of the Company and its Restricted Subsidiaries, except (i) current liabilities included in Indebtedness, (ii) current liabilities associated with asset retirement obligations relating to oil and gas properties and (iii) any current liabilities from Oil and Gas Hedging Contracts, in each case as set forth in the consolidated financial statements of the Company prepared in accordance with GAAP (excluding any adjustments made pursuant to FASB ASC 815).

  • Adjusted EBITDA Margin means Adjusted EBITDA divided by operating revenue;

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

  • 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.

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