EBITDA Payment definition

EBITDA Payment shall have the meaning set forth in Section 1.05(a)(iii) of this Agreement.
Sample 1
EBITDA Payment is defined in Section 2.1.5. "EBITDA Statement" is defined in Section 2.1.3. "Employee Plan" is defined in Section 3.25. "Employment Agreement" is set forth in Exhibit 2.3(f) "ERISA" is defined in Section 3.25. "Estimated Purchase Price" is defined in Section 2.1. "Final Closing Working Capital Schedule" is defined in Section 2.1.3.
Sample 1
EBITDA Payment means, as to Borrower and its Subsidiaries for any quarter, 95% of the excess of Modified Consolidated EBITDA over the minimum Consolidated EBITDA for such quarter as determined pursuant to Section 8.16.
Sample 1

Examples of EBITDA Payment in a sentence

  • Buyer shall also provide to Seller evidence, reasonably satisfactory to Seller, of Buyer’s ability to pay such portion (or all) of the EBITDA Payment Amount that becomes payable to Seller under Section 2.11.

  • To the extent Buyer has asserted indemnification claims hereunder or under the Other Acquisition Agreement that have not been satisfied or resolved (“Open Claims”) at the time that Buyer is obligated to pay any EBITDA Payment Amount hereunder, Buyer may offset the amount of such Open Claims against the EBTIDA Payment Amount.

  • The Six-Month EBITDA Payment shall be made, at the sole option of the Buyer, either in cash, common stock of the Buyer, or a combination thereof.

  • Parent shall pay the Second EBITDA Payment, if any, the Revenues Payment, if any, and any Strategic Objectives Payments achieved prior to the end of the Second Earnout Period within five (5) Business Days (in the case of the Shareholders and Healthcare Growth Partners, LLC) or within thirty (30) days (in the case of the Option Holders) following the date on which EBITDA for the Second Earnout Period is finally determined pursuant to Section 1.8(g).

  • Until the trailing 12-month EBITDA of the Division as of June 30, 2006 is determined and an EBITDA Payment is triggered as specified above, neither Party will have any right to payment under this Section 3.1.3. All payments in respect of any EBITDA Payment shall be made solely and exclusively from the Escrow, and notwithstanding any provision of this Agreement to the contrary, in no event shall the total of the EBITDA Payments exceed the balance of funds in the Escrow at the time such payments are made.

  • Purchasers shall deposit with Escrow Agent Seventeen Million Five Hundred Thousand U.S. Dollars (US$17,500,000.00) (together with interest earned thereon, the “Contingent Payment Escrowed Funds” and together with the General Escrowed Funds, collectively, the “Escrowed Funds”), in immediately available funds for purposes of funding payment by Purchasers of the EBITDA Payment (if any) pursuant to Section 1.05 hereof.

  • The Company’s failure to meet the minimum thresholds for an Earn-Out Payment and/or and Earn-Out Adjusted EBITDA Payment shall not entitle the Buyer to any offset or other form of payment from the Sellers under this Article III.

  • Each of the Guarantors unconditionally and irrevocably guarantees, jointly with the other Guarantors and severally, the full and punctual payment when due of all contingent payments due from the Buyer under the Purchase Agreement, as the Purchase Agreement may be amended after the date of this Guaranty (the "Guaranteed Obligations"), including without limitation, (i) the 2004 Payment, (ii) the Tonnage Payment, (iii) the Second Tonnage Payment, and (iv) the EBITDA Payment.

  • Each of the Guarantors unconditionally and irrevocably guarantees, jointly with the other Guarantors and severally, the full and punctual payment when due of all contingent payments due from the Buyer under the Purchase Agreement, as the Purchase Agreement may be amended after the date of this Guaranty (the “Guaranteed Obligations”), including without limitation, (i) the 2003 Payment, (ii) the Tonnage Payment, (iii) the Second Tonnage Payment, and (iv) the EBITDA Payment.

  • If EBITDA (as defined below) exceeds $3,400,000, Xxxxx shall pay to the Sellers, as an adjustment to the Purchase Price, an aggregate amount equal to $250,000 (the "EBITDA Payment").


More Definitions of EBITDA Payment

EBITDA Payment shall have the meaning set forth in Section 3.1.3.
Sample 1
EBITDA Payment shall have the meaning as set forth in Section 2.13(d) hereof.
Sample 1
EBITDA Payment means any payment pursuant to Section 2.9 made to the Seller and not distributed to the Management Group.
Sample 1

Related to EBITDA Payment

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Earn-Out Payment has the meaning set forth in Section 2.07(a)(i).

  • Earnout Amount has the meaning provided in Section 2.9(b).

  • Earnout Payments has the meaning set forth in Section 2.2(a).

  • 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.”

  • Monthly Debt Service Payment Amount means, for each Monthly Payment Date, an amount equal to the amount of interest which is then due on all the Components of the Loan in the aggregate for the Interest Period during which such Monthly Payment Date occurs.

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • PAGA Payment means the penalties pursuant to PAGA that the Parties have agreed is a

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

  • 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.

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

  • 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").

  • Annualized Consolidated EBITDA means, for any quarter, the product of Consolidated EBITDA for such period of time multiplied by four (4).

  • EBITDA Coverage Ratio defined as EBITDA divided by the aggregate of total interest expense plus the prior period current maturity of long-term debt and the prior period current maturity of subordinated debt.

  • 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.

  • Minimum Payment Due means the least payment amount, specified in the “Statement of Account”, required to be paid by the “Principal Cardholder” on or before the “Payment Due Date” in order to keep the “Card Account” active. “Past Due Amount” from previous “Billing Cycle” will form part of the “Minimum Payment Due”.

  • Payout Amount means the vested portion of the Final Amount expressed as an amount of cash equal to the Fair Market Value of the shares of Stock underlying the RSUs and related Dividend Equivalents.

  • Interest Expense Coverage Ratio means, for any period, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense for such period.

  • 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.

  • Net earned premium means the premiums earned in this State

  • Delta Payment means as it is described in this Agreement.

  • Payment Amount as defined in Section 3.5.

  • Bonus Payment means a cash payment in an amount equal to the sum of (i) all Excise Taxes payable by the Executive, plus (ii) all additional Excise Taxes and federal or state income taxes to the extent such taxes are imposed in respect of the Bonus Payment, such that the Executive shall be in the same after-tax position and shall have received the same benefits that he would have received if the Excise Taxes had not been imposed. For purposes of calculating any income taxes attributable to the Bonus Payment, the Executive shall be deemed for all purposes to be paying income taxes at the highest marginal federal income tax rate, taking into account any applicable surtaxes and other generally applicable taxes which have the effect of increasing the marginal federal income tax rate and, if applicable, at the highest marginal state income tax rate, to which the Bonus Payment and the Executive are subject. An example of the calculation of the Bonus Payment is set forth below. Assume that the Excise Tax rate is 20%, the highest federal marginal income tax rate is 40% and the Executive is not subject to state income taxes. Further assume that the Executive has received an excess parachute payment in the amount of $200,000, on which $40,000 ($200,000 x 20%) in Excise Taxes are payable. The amount of the required Bonus Payment is thus computed to be $100,000, i.e., the Bonus Payment of $100,000, less additional Excise Taxes on the Bonus Payment of $20,000 (i.e., 20% x $100,000) and income taxes of $40,000 (i.e., 40% x $100,000), yields $40,000, the amount of the Excise Taxes payable in respect of the original excess parachute payment.

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

  • Earnout Period has the meaning specified in Section 2.03(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: