Estimated DP Amount definition

Estimated DP Amount means an amount equal to the product of (a) the sum of (i) any percentage change (whether positive or negative) in EBITDA generated by the Business solely with respect to the DP Brand Business in the Territory for the Business’ 2013 fiscal year, determined in accordance with the 2013 Data and the Agreed Financial Methodology, that may result from changes or adjustments to the policies, methodologies, assumptions and allocations used in preparing the 2013 Data as the Buyer and the Sellers may mutually agree to in writing subsequent to the date hereof, including as a result of the mutually agreed upon resolution of any of the items described on Section 7.01(e) of the Disclosure Schedule, plus (ii) 1, multiplied by (b) the DP Purchase Price Component.
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Estimated DP Amount means an amount equal to the product of (a) the sum of (i) any percentage change (whether positive or negative) in Production D&A generated by the Business solely with respect to the DP Brand Business for the Sellers’ most recently completed fiscal year for which year-end financial statements are available as of the Closing, determined in accordance with such year-end financial statements and the Agreed Financial Methodology, as compared to such Production D&A for the Business’ 2015 fiscal year as reflected in the 2015 Data, as adjusted for certain mutually agreed upon items, plus (ii) 1, multiplied by (b) the DP Purchase Price Component.
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Estimated DP Amount means an amount equal to the product of (a) the sum of (i) the percentage change (whether positive or negative) in EBITDA generated by the Business solely with respect to the DP Brand Business in the Territory for the Business’ 2013 fiscal year, determined in accordance with the 2013 Data and the Agreed Financial Methodology, as compared to such EBITDA for the Business’ 2012 fiscal year as reflected in the 2012 Data, as adjusted for certain mutually agreed upon items, plus (ii) 1, multiplied by (b) the DP Purchase Price Component.
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More Definitions of Estimated DP Amount

Estimated DP Amount means an amount equal to the product of (a) the sum of (i) any percentage change (whether positive or negative) in EBITDA generated by the Business solely with respect to the DP Brand Business in the Territory for the Business’ 2013 fiscal year, determined in accordance with the 2013 Data and the Agreed Financial Methodology, that may result from changes or adjustments to the policies, methodologies, assumptions and allocations used in preparing the 2013 Data as the Buyer and the Sellers may mutually agree to in writing subsequent to the date hereof, including as a result of the mutually agreed upon resolution of any of the items described on Section 7.01(d) of the Disclosure Schedule, plus
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Related to Estimated DP Amount

  • Estimated Value means the value of the Contract estimated under these Contract and Procurement Regulations.

  • True-Up Amount means the difference between the ABO calculated by using the member’s actual creditable service and the actual final average compensation as of the member’s effective date in the FRS Investment Plan and the ABO initially transferred.

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Estimated Cash has the meaning set forth in Section 2.4(a).

  • M&O Amount means the revenue protection payment required as part of this Agreement as set out in TEXAS EDUCATION CODE Section 48.256(d) and shall have the meaning assigned to such term in Section 4.2 of this Agreement.

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Gross-Up Amount has the meaning set forth in definition of “Make Whole Amount.”

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Estimated Working Capital Adjustment means the amount by which the Estimated Working Capital is greater or less than the Base Working Capital, any such excess amount being treated as a positive number and any shortfall being treated as a negative number;

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

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Current Assessed Value means the assessed value of the District certified by the municipal assessor as of April 1st of each year that the District remains in effect.

  • Adjusted Value as used in subdivision (d) means:

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

  • Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).

  • Target Working Capital Amount means $75,000,000.

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Company Value means the actual value of the Company as a going concern based on the difference between (a) the actual value of all of its assets as determined in good faith by the Board, including a majority of the Independent Directors, and (b) all of its liabilities as set forth on its balance sheet for the period ended immediately prior to the determination date, provided that (i) if the Company Value is being determined in connection with a Change of Control that establishes the Company’s net worth, then the Company Value shall be the net worth established thereby and (ii) if the Company Value is being determined in connection with a Listing, then the Company Value shall be equal to the number of outstanding Common Shares multiplied by the Closing Price of a single Common Share averaged over a period of 30 trading days during which the Shares are listed or quoted for trading after the date of Listing. For purposes hereof, a “trading day” shall be any day on which the NYSE is open for trading, whether or not the Common Shares are then listed on the NYSE and whether or not there is an actual trade of Common Shares on any such day. If the holder of Convertible Shares disagrees as to the Company Value as determined by the Board, then each of the holder of Convertible Shares and the Company shall name one appraiser and the two named appraisers shall promptly agree in good faith to the appointment of one other appraiser whose determination of the Company Value shall be final and binding on the parties as to the Company Value. The cost of such appraisal shall be split evenly between the Company and the Advisor.