First Year EBITDA definition

First Year EBITDA means the EBITDA of the Business during the period beginning on December 30, 2007 and ending on December 27, 2008 (the “Determination Period”). The term “EBITDA” means the earnings of the Business (as such earnings are determined in accordance with GAAP on a basis consistent with Seller’s past practice) for the Determination Period plus (in each case only to the extent deducted in determining the earnings of the Business for the Determination Period) the sum of (i) the interest, tax, depreciation, and amortization expense for such period, (ii) any capital lease expense for capital assets acquired by the Business on or subsequent to the Closing Date, (iii) any non-cash expenses, extraordinary expenses, asset write-offs, or impairment expense incurred, accrued, or recognized with respect to the Determination Period (but only to the extent any such items are not incurred in the ordinary course of the Business on a basis consistent with Seller’s past practice), and (iv) any fee, charge, or expense payable by the Business to any other business unit of Buyer or Affiliate of Buyer other than (A) the overhead allocation permitted by the first sentence of Section 2.2(d)(ii) below and (B) fees, charges, or expenses for services incurred in the ordinary course of the Business on a basis consistent with Seller’s past practice for a price that is no less favorable to the Business than the price for which such services could be obtained from a vendor that is a non-Affiliate of Buyer.
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First Year EBITDA shall have the meaning set out in Section 5.1.1 of this Agreement.
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First Year EBITDA means the EBITDA of the Company for the period beginning on 1st September 2006 and ending on the First Anniversary.
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Examples of First Year EBITDA in a sentence

  • The Parties confirm that the First Year EBITDA and the Second Year EBITDA so agreed or established shall be binding on the Parties hereto for the purpose of calculating the Earn-Out under this Agreement.

  • For purposes of this Section 1.2.4, “Second Year Base EBITDA” shall mean the aggregate sum of (i) an amount equal to the greater of $162,500 or 25% of the First Year EBITDA and (ii) an amount equal to 25% of the amount by which the EBITDA of AAI, AHA, ACNI and AHI, on a consolidated basis and for the Second Year, exceeds the First Year EBITDA .

  • Prior to May 15, 2009, the Buyer will deliver a written notice of the EBITDA Price Adjustment to the Seller, which notice shall contain all details and supporting data necessary to the Buyer’s determination of the First Year EBITDA and the EBITDA Price Adjustment.

  • Notwithstanding anything in this Section 4.4(b) to the contrary, for the calendar years ended December 31, 1999 and 2000, Seller shall not be obligated to pay the portion of any price concession that relates to the period commencing on the Closing Date and ending on the first anniversary of the Closing Date if the First Year EBITDA is less than 8,500,000.

  • If the First Year EBITDA is less than $8,500,000, then the Seller shall pay, or cause to be paid, to Buyer aggregate consideration equal to the product of (i) the excess of $8,500,000 over the First Year EBITDA multiplied by (ii) four (the "Shortfall Earnout Amount").

  • The Purchase Price will be reduced or increased by four times the amount by which the First Year EBITDA (as defined below) is less than or is greater than $3,500,000 (the “EBITDA Price Adjustment”).


More Definitions of First Year EBITDA

First Year EBITDA means the EBITDA in respect of the First Period;
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First Year EBITDA the EBITDA of the Business for the twelve-month period ending on the first anniversary of the Closing Date.
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First Year EBITDA shall have the meaning set forth in Section 3.01(a).
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Related to First Year EBITDA

  • Target EBITDA means, for each fiscal year, the EBITDA set forth in the operating budget of the Company, as approved by the Board, for the particular year.

  • EBITDA means, with respect to any fiscal period of the Borrower, Adjusted Net Earnings from Operations, plus, to the extent deducted in the determination of Adjusted Net Earnings from Operations for that fiscal period, interest expenses, Federal, state, local and foreign income taxes, depreciation and amortization.

  • 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.

  • 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.”

  • First Year means the intake group of Students for the most junior class or year in a school.

  • Adjusted EBITDA Margin means Adjusted EBITDA calculated as a percentage of Adjusted Revenue.

  • 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:

  • Cumulative EBITDA means, as of any date of determination, EBITDA of the Company from the Existing Notes Issue Date to the end of the Company’s most recently ended full fiscal quarter prior to such date, taken as a single accounting period.

  • Earnout Period has the meaning set forth in Section 2.5(a)(iii).

  • 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").

  • EBITDA Margin means the ratio between (a) EBITDA and (b) total toll and other concession revenues.

  • EBIT means, for any period, the net income of the Company and its Subsidiaries on a Consolidated basis for such period plus each of the following with respect to the Company and its Subsidiaries on a Consolidated basis to the extent utilized in determining such net income: (a) Interest Expense and (b) provision for taxes.

  • 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.

  • Adjusted Consolidated EBITDA means, with respect to the Borrower and the Subsidiaries on a consolidated basis for any period, the Consolidated Net Income of the Borrower and the Subsidiaries for such period plus

  • Adjusted EBIT means, for any accounting period, net income (or net loss) of NAI and its Subsidiaries (determined on a consolidated basis), plus the amounts (if any) which, in the determination of net income (or net loss) for such period, have been deducted for (a) interest expense, (b) income tax expense (c) rent expense under leases of property, and (d) Permitted Non-Cash Charges.

  • Budget Year means the financial year of the municipality for which an annual budget is to be approved in terms of section 16(1) of the MFMA;

  • Adjusted EPS means earnings per share further adjusted for share-based payments, amortization of acquired intangible assets, items outside the normal scope of our ordinary activities (including other items, within selling, general and administrative expenses, losses/(gains) on items held at fair value and remeasurements through profit and loss, impairment losses on tangible assets, and impairment losses on intangible assets) and the related tax effects of these adjustments. Adjusted EPS provides a basis for comparison of our business operations between current, past and future periods by excluding items that we do not believe are indicative of our core operating performance. Adjusted EPS may not be comparable to other similarly titled metrics of other companies.

  • Base Year Value means the assessed value of eligible property January 1 preceding the execution of the agreement plus the agreed upon value of eligible property improvements made after January 1 but before the execution of the agreement.

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

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

  • Earnings Per Share means as to any Fiscal Year, the Company’s or a business unit’s Net Income, divided by a weighted average number of common shares outstanding and dilutive common equivalent shares deemed outstanding, determined in accordance with generally accepted accounting principles.

  • Baseline Period means the period used to determine the baseline emission rate for each regulated pollutant under OAR 340 division 222.

  • Payout Period means the time frame during which certain benefits payable hereunder shall be distributed. Payments shall be made in monthly installments commencing on the first day of the month following the occurrence of the event which triggers distribution and continuing for a period of one hundred eighty (180) months. Should the Executive make a Timely Election to receive a lump sum benefit payment, the Executive's Payout Period shall be deemed to be one (1) month.

  • Revenue Growth means the percentage change in revenue (as defined in Statement of Financial Accounting Concepts No. 6, published by the Financial Accounting Standards Board) from one period to another.

  • Adjusted Revenue means revenue less Digital Platform Fulfilment Revenue.

  • Consolidated Adjusted EBITDA means, with respect to any specified Person for any period (the “Measurement Period”), the Consolidated Net Income of such Person for such period plus, without duplication and to the extent deducted (and not added back or excluded) in determining such Consolidated Net Income, the amounts for such period of: