Examples of EBITDA Report in a sentence
In the event the Representative, on behalf of Transferor and the Affiliated Transferors, does not deliver written notice to HSE objecting to the calculation of Adjusted EBITDA set forth in the applicable EBITDA Report within ten (10) Business Days following receipt thereof, then the Representative, on behalf of Transferor and the Affiliated Transferors, shall be deemed to have accepted such EBITDA Report and waived any objection to the calculations of Adjusted EBITDA set forth therein.
In the event the Representative, on behalf of Transferors and the Affiliated Transferors, does not deliver written notice to HSE objecting to the calculation of Adjusted EBITDA set forth in the applicable EBITDA Report within ten (10) Business Days following receipt thereof, then the Representative, on behalf of Transferors and the Affiliated Transferors, shall be deemed to have accepted such EBITDA Report and waived any objection to the calculations of Adjusted EBITDA set forth therein.
For this purpose, the statutory auditor of the Company shall deliver to the Parties a report in writing certifying the Adjusted EBITDA achieved by the Company as on March 31, 2019, within 60 (sixty) days from March 31, 2019 (Adjusted EBITDA Report).
The Bonus CCPS shall mandatorily convert within 30 days of the determination of the Adjusted EBITDA of the Company for the financial year ended March 31, 2019, being the date which is 2 (two) Business Days after the Adjusted EBITDA Report (as defined below) is issued to the Parties (Conversion Date).
During the thirty (30) day period following delivery of the EBITDA Report, Buyer shall permit Sellers’ Representative and Sellers’ accountants, upon reasonable notice at a mutually agreed upon time during normal business hours, to have full access to the books, records, accountants and personnel of Buyer and to make such inspections and copies of such books and records as they may reasonably request, from time to time to verify the amounts included in the EBITDA Report.
During such forty-five (45) day period, Purchaser shall make reasonably available during normal business hours to Sellers’ accounting firm and other agents such documents and information as may be requested by Sellers’ accounting firm and other agents to prepare the Sellers’ Adjusted EBITDA Report.
For purposes of this Section 2.4, as between Sellers’ Representative and Buyer, the “losing party” in any such determination shall mean the party whose EBITDA for the Earnout Period in dispute (as set forth in the EBITDA Report, in the case of Buyer, or in an Earnout Dispute Notice, in the case of Sellers’ Representative), is farthest from the calculation of EBITDA for the Earnout Period in dispute, as determined by the Independent Accounting Firm.
HTI shall, during such 10-day period, provide access to the objecting Securityholders, at such Securityholders' cost, to such supporting documentation as is reasonably requested to evaluate the Relevant EBITDA Report (which documentation shall be considered HTI Information for purposes of Section 7.10).
The EBITDA Auditor shall provide the Company and the Holder its written determination (the “Auditor Determination”) as to whether any adjustment should be made to the EBITDA Report promptly following completion of the Audit.
For purposes of this Section 2.8, as between Sellers’ Representative and Buyer, the “losing party” in any such determination shall mean the party whose EBITDA for the Earnout Period in dispute (as set forth in the EBITDA Report, in the case of Buyer, or in an Earnout Dispute Notice, in the case of Sellers’ Representative), is farthest from the calculation of EBITDA for the Earnout Period in dispute, as determined by the Independent Accounting Firm.