Seller EBITDA definition

Seller EBITDA means $767,000, the EBITDA of ------------- Seller for the eight month period ended June 30, 1997.
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Seller EBITDA means the net income of the Seller Business Unit calculated in accordance with Buyer's GAAP for the First Earnout Period or the Second Earnout Period, as applicable, before the calculation and deduction of the following expenses during such period: (a) income tax expense (including reserves for deferred income taxes); (b) gross interest income and expense; (c) depreciation expense; and (d) amortization expense. In determining Seller EBITDA: (i) Seller EBITDA shall be computed without regard to "extraordinary items" of gain or loss as that term shall be defined in GAAP; (ii) Seller EBITDA shall not include any gains, losses or profits realized from the sale of any assets in accordance with Buyer's GAAP and other than in the ordinary course of business; (iii) no deduction shall be made for any management fees or general overhead expenses (including, without limitation, shared services for software, servers, in-house IT support and equipment, general business insurance and recruiters) or other general intercompany charges, of whatever kind or nature, charged by Buyer or its Affiliates to the Seller Business Unit; provided, however, that the Seller Business Unit shall be charged for a back office support expense equal to 1.5% of the First Earnout Period Revenue or the Second Earnout Period Revenue, as applicable, and direct expenses incurred directly for the benefit of the Seller Business Unit, including, without limitation, bad debt expense for uncollected Seller Business Unit accounts receivable, the cost of benefits provided to Seller Business Unit employees (provided such benefits are substantially equivalent to, and not in excess of, the benefits received by the employees of Buyer or its Affiliates), the recruiting placement bonuses paid to Buyer recruiters or fees paid to outside recruiters in connection with hiring new employees for the Seller Business Unit, and the hourly fully-burdened cost of any consultants, including actual payroll costs and benefits, provided by Buyer or its Affiliates to the Seller Business Unit but the revenues derived from such consultants while so provided shall be allocated to the Seller Business Unit; and (iv) no deduction shall be made for any transaction expenses arising out of this Agreement including, without limitation, legal, accounting or refinancing fees and expenses. Notwithstanding the immediately preceding sentence, in the event that any bad debt expense is incurred by the Seller Business Unit during the First Ear...
Sample 1
Seller EBITDA means the net income of the Seller Business Unit calculated in accordance with Buyer's GAAP for the First Earnout Period or the Second Earnout Period, as applicable, before the calculation and deduction of the following expenses during such period: (a) income tax expense (including reserves for deferred income taxes); (b) gross interest income and expense; (c) depreciation expense; and (d) amortization expense. In determining Seller EBITDA: (i) Seller EBITDA shall be computed without regard to "extraordinary items" of gain or loss as that term shall be defined in GAAP; (ii) Seller EBITDA shall not include any gains, losses or profits realized from the sale of any assets in accordance with Buyer's GAAP and other than in the ordinary course of business; (iii) no deduction shall be made for any management fees or general overhead expenses (including, without limitation, shared services for software, servers, in-house IT support andequipment, general business insurance and recruiters) or other general intercompany charges, of whatever kind or nature, charged by Buyer or its Affiliates to the Seller Business Unit; provided, however, that the Seller Business Unit shall be charged for a back office support expense equal to 1.5% of the First Earnout Period Revenue or the Second Earnout Period Revenue, as applicable, and direct expenses incurred directly for the benefit of the Seller Business Unit, including, without limitation, bad debt expense for uncollected Seller Business Unit accounts receivable, the cost of benefits provided to Seller Business Unit employees (provided such benefits are substantially equivalent to, and not in excess of, the benefits received by the employees of Buyer or its Affiliates), the recruiting placement bonuses paid to Buyer recruiters or fees paid to outside recruiters in connection with hiring new employees for the Seller Business Unit, and the hourly fully-burdened cost ofany consultants, including actual payroll costs and benefits, provided by Buyer or its Affiliates to the Seller Business Unit but the revenues derived from such consultants while so provided shall be allocated to the Seller Business Unit; and (iv) no deduction shall be made for any transaction expenses arising out of this Agreement including, without limitation, legal, accounting or refinancing fees and expenses. Notwithstanding the immediately preceding sentence, in the event that any bad debt expense is incurred by the Seller Business Unit during the First Earno...
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Examples of Seller EBITDA in a sentence

  • The Seller EBITDA Statement has been prepared from the consolidated financial statements of Parent for the year ended December 31, 1999.

  • The information set forth in the Seller EBITDA Statement has been prepared in accordance with Schedule 5.5 and, except as modified by Schedule 5.5, has been prepared in accordance with GAAP.

  • The due diligence review will include a confirmatory due diligence investigation of Seller EBITDA for calendar year [YEAR].

  • The Seller EBITDA Statement fairly presents, in all material respects, the results of operations of the Business being acquired by Buyer, based upon the principles set forth in Schedule -------- 5.5. --- Section 5.6.

  • The information set forth in the Seller EBITDA Statement has been prepared in accordance with Schedule 5.5 and, ------------ except as modified by Schedule 5.5, has been prepared in accordance ------------ with GAAP.

  • The Seller EBITDA Statement fairly presents, in all material respects, the results of operations of the Business being acquired by Buyer, based upon the principles set forth in Schedule 5.5.

  • Schedule 5.5 contains the pro forma unaudited balance sheet of the Business being acquired by Buyer as of the Financial Statements Date and the pro forma unaudited Seller EBITDA Statement of the Business for the year then ended.

  • Schedule 5.5 contains -------------------- ------------ the pro forma unaudited balance sheet of the Business being acquired by Buyer as of the Financial Statements Date and the pro forma unaudited Seller EBITDA Statement of the Business for the year then ended.


More Definitions of Seller EBITDA

Seller EBITDA means, (a) for any period ending on or before September 30, 1997 the sum (determined in accordance with U.S. GAAP) of (i) the net income (or net loss) of Seller for the applicable Pre-Transfer Period, plus (ii) all amounts treated as interest and all depreciation, amortization and other similar non-cash charges to the extent included in the determination of such net income (or loss), plus (iii) all accrued taxes on or measured by income to the extent included in the determination of such net income (or loss), provided, however, that net income (or loss) shall be computed for these purposes without giving effect to extraordinary losses or extraordinary gains, and (b) for any period ending after September 30, 1997, an amount equal to zero.
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Related to Seller 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.

  • Property EBITDA means for any property owned by Ventas, Inc. or any of its Subsidiaries as of the date of determination, for any period of time, the net income (loss) derived from such property for such period, before deductions for (without duplication):

  • Pro Forma EBITDA means, for any period, the Consolidated EBITDA of the Issuer and the Restricted Subsidiaries, provided that for the purposes of calculating Pro Forma EBITDA for such period, if, as of such date of determination:

  • 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.”

  • EBITDA means, with respect to any Person for any period, the net income for such Person for such period plus the sum of the amounts for such period included in determining such net income in respect of (i) interest expense, (ii) income tax expense, and (iii) depreciation and amortization expense, in each case as determined in accordance with GAAP.

  • Annual EBITDA means, with respect to any Project or Minority Holding, as of the first day of each fiscal quarter for the immediately preceding consecutive four fiscal quarters, an amount equal to (i) total revenues relating to such Project or Minority Holding for such period, less (ii) total operating expenses relating to such Project or Minority Holding for such period (it being understood that the foregoing calculation shall exclude non-cash charges as determined in accordance with GAAP). Each of the foregoing amounts shall be determined by reference to the Borrower’s Statement of Operations for the applicable periods. An example of the foregoing calculation is set forth on Exhibit G hereto.

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

  • 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

  • Consolidated Adjusted EBITDA means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

  • 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.

  • Target Net Working Capital Amount means $5,000,000.

  • 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:

  • Consolidated Working Capital Adjustment means, for any period of determination on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • EBITDA Coverage Ratio defined as EBITDA divided by the aggregate of total interest expense plus the prior period current maturity of long-term debt and the prior period current maturity of subordinated debt.

  • Adjusted Consolidated Working Capital means, at any time, Consolidated Current Assets (but excluding therefrom all cash and Cash Equivalents) less Consolidated Current Liabilities at such time.

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

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

  • Adjusted EBITDA Margin means Adjusted EBITDA divided by operating revenue;

  • Combined EBITDA means, for any period, Combined Net Income for such period plus, (a) without duplication and to the extent reflected as a charge in the statement of such Combined Net Income for such period, the sum of (i) income tax expense, (ii) Combined Interest Expense, (iii) amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including the Notes), (iv) depreciation and amortization expense, (v) amortization of intangibles (including, but not limited to, goodwill) and organization costs, (vi) any extraordinary, unusual or non-recurring expenses or losses (including, whether or not otherwise includable as a separate item in the statement of such Combined Net Income for such period, losses on sales of assets outside of the ordinary course of business) and (vii) any non-cash charges, including non-cash charges resulting from the vesting or issuance of equity to employees, principals or others, and minus, (b) without duplication and to the extent included as income or gain in the statement of such Combined Net Income for such period, the sum of (i) any extraordinary, unusual or non-recurring non-cash income or gains (including, whether or not otherwise includable as a separate item in the statement of such Combined Net Income for such period, non-cash gains on the sales of assets outside of the ordinary course of business) and (ii) any other non-cash income, all as determined on a combined basis, and plus or minus, as appropriate, (c) without duplication of the items set forth in clauses (a) and (b) above, the adjustments equivalent to those that OCG made to arrive at its “Adjusted Net Income” in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (as filed with the SEC), to the extent relevant to the Obligors, and (d) without duplication of the items set forth in clauses (a), (b) and (c) above, the adjustments replacing investment income (loss) with receipts of investment income from funds and companies equivalent to those that OCG made to arrive at its “Distributable Earnings” in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (as filed with the SEC), to the extent relevant to the Obligors; provided that the contribution to Combined EBITDA of a subsidiary that is not a wholly owned subsidiary shall be calculated in proportion to the Obligors’ aggregate direct or indirect economic interests in such subsidiary.

  • Consolidated EBITDAR means, for any period, Consolidated EBITDA for such period plus, to the extent deducted in determining Consolidated EBITDA for such period, Consolidated Rental Expense.

  • Consolidated EBITDA means, for any period, the Consolidated Net Income for such period, plus:

  • Material Project EBITDA Adjustments means, with respect to each Material Project:

  • Target Net Working Capital means $0.

  • Consolidated Total Debt to Consolidated EBITDA Ratio means, as of any date of determination, the ratio of (a) Consolidated Total Debt as of the last day of the relevant Test Period to (b) Consolidated EBITDA for such Test Period.

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.