EBITDA Statement definition

EBITDA Statement has the meaning set forth in Section 1.4(a).

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

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

• The parties shall ensure that the Accountants have full access to the books, records, facilities and employees of the Businesses for purposes of reviewing the EBITDA Statement and shall cooperate with the Accountants to the extent reasonably requested to review the EBITDA Statement.

• During such 60 day period, the Independent Accounting Firm shall have full access to the books and records, other financial information (including the working papers of the Accountants and AHG's accountants, if any) and appropriate financial personnel of the Buyer which the Independent Accounting Firm reasonably deems necessary or advisable for the preparation of the IAF EBITDA Statement.

• The Independent Accountants shall only decide the specific items under dispute by the Parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Growth Project EBITDA Statement and the Growth Project EBITDA Dispute Notice, respectively.

• If after the delivery of the 2013 EBITDA Statement but prior to the Closing, there shall be a change in any component of the 0000 XXXXXX Xxxxxxxxx, the Company shall update the 2013 EBITDA Statement accordingly to reflect such change, and Parent shall be given an equivalent opportunity to dispute any such updated portion of the 0000 XXXXXX Xxxxxxxxx as applied with respect to the original delivery of such statement.

• If Parent does not provide such notice of dispute within such five (5) Business Day period, the amount set forth on the 2013 EBITDA Statement shall be the 2013 Adjusted EBITDA for the purposes of the Closing.

More Definitions of EBITDA Statement

EBITDA Statement is defined in Section 2.7.

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 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 has the meaning ascribed to in ARTICLE III.

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