EBITDA Statement definition

EBITDA Statement has the meaning specified in SECTION 1.5(C).

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EBITDA Statement has the meaning set forth in Section 2.4.

EBITDA Statement means a statement of the EBITDA Amount of the Target Companies to be provided by the Buyer to the Sellers in accordance with Schedule 3;

Examples of EBITDA Statement in a sentence

• If DOD delivers a Protest Notice within the prescribed time period, then DOD and Project Company will use good faith efforts to resolve any disagreements as to the computation of the amounts set forth in such EBITDA Statement and, to the extent any disagreements as to the items set forth in the Protest Notice are so resolved in writing, the EBITDA Statement, as revised in writing to incorporate such changes as have been agreed to by the Parties, shall be final, conclusive and binding upon the Parties.

• The failure of DOD to deliver such Protest Notice within the prescribed time period will constitute DOD’s irrevocable acceptance of the applicable EBITDA Statement prepared and delivered by Project Company.

• The EBITDA Statement (and all components thereof) shall (A) be prepared by Project Company in good faith and in accordance with the terms of this Agreement (including Schedule 1.01) and GAAP (to the extent not inconsistent with Schedule 1.01), and (B) set forth reasonable supporting detail regarding the calculations of each item set forth therein for such preceding calendar year, including any supporting schedules, analyses, working papers and other documentation used in the preparation thereof.

• Except for such items that are specifically disputed in the Protest Notice, the amounts set forth on the EBITDA Statement shall be final, conclusive and binding upon the Parties.

More Definitions of EBITDA Statement

EBITDA Statement shall have the meaning set forth in Section 3.3(b). (cc) "Employees" means the employees of each Seller who are employed in connection with its Business (excluding temporary, leased and contract personnel), each of whom as of ten Business Days prior to the date of this Agreement has been identified pursuant to Section 5.17(e) and SCHEDULE 5.17(E)(III). (dd) "Encumbrance" shall mean any encumbrance or lien of any character whatsoever, including, any option, right to purchase, right to convert, mortgage, charge, claim, pledge, conditional sales contract, judgment lien, materialman's lien, mechanic's lien or security interest. (ee) "Engagement Notice" shall have the meaning set forth in Section 7.5(a). (ff) "Environmental Law" means the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), 42 U.S.C. SectionSection 9601 et seq.; the Resource Conservation and Recovery Act (RCRA), 42 U.S.C. SectionSection 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. SectionSection 1251 et seq.; the Clean Air Act, 42 U.S.C. SectionSection 7401 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. SectionSection 1801 et seq.; the Toxic Substances Control Act, 15 U.S.C., SectionSection 2601-2629; the Safe Drinking Water Act, 42 U.S.C. SectionSection300f-300j; and any state and local laws and ordinances that regulate in any way hazardous materials or wastes and the regulations implementing such statutes. (gg) "Equipment and Machinery" shall mean (i) the equipment, computer hardware, machinery, furniture, fixtures and improvements, spare parts, supplies and vehicles owned or leased by each Seller with respect to the operations of its Business on the Closing Date (including all such items as set forth on the June 30, 1997 Combined Balance Sheet), (ii) the replacements for any of the foregoing owned or leased by such Seller, (iii) the warranties, service and maintenance documents, bills of sale, assignments and licenses (to the extent assignable) received from manufacturers and sellers of the aforesaid items and (iv) any related claims, credits, rights of recovery and set-off with respect thereto. (hh) "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended. (ii) "ERISA Affiliate" shall have the meaning set forth in Section 5.17(a). (jj) "Escrow Agent" shall have the meaning set forth in Section 3.1(b). 3

EBITDA Statement means the EBITDA Statement, as agreed or determined in accordance with Clause 4 and Part A of Schedule 3;

EBITDA Statement means either an Interim EBITDA Statement or Measuring Period EBITDA Statement.

EBITDA Statement has the meaning set out in clause 5.1.

EBITDA Statement has the meaning ascribed to in ARTICLE III.

EBITDA Statement is defined in Section 2.5.3.

EBITDA Statement shall have the meaning set forth in Section 2.8 hereof.