Subject EBITDA definition
Subject EBITDA means, for any period, for any Acquired Business, the sum of the following for such period (calculated without duplication on a consolidated basis for such Acquired Business and its Subsidiaries to the fullest extent practicable in accordance with GAAP (and, if such Acquired Business consists of assets rather than a Person, as if such Acquired Business were a Person)) (a) net operating income (or loss) plus (b) the sum of the following to the extent deducted in determining such net operating income: (i) income and franchise taxes, (ii) interest expense, (iii) amortization, depreciation and other non-cash charges (excluding insurance reserves), and (iv) extraordinary losses.
Subject EBITDA means, for any period, for any Facility, Person or business that is the subject of a proposed Permitted Acquisition (the “Acquired Business”), the sum of the following for such period (calculated without duplication on a consolidated basis for such Acquired Business and its Subsidiaries to the fullest extent practicable in accordance with GAAP (and, if such Acquired Business consists of assets rather than a Person, as if such Acquired Business were a Person)) (a) net operating income (or loss) plus (b) the sum of the following to the extent deducted in determining such net operating income: (i) income and franchise taxes, (ii) interest expense, (iii) amortization, depreciation and other non-cash charges (excluding insurance reserves), and (iv) extraordinary losses.
Subject EBITDA means, with respect to any Person, an amount equal to “EBITDA” with respect to such Person calculated as if such definition and all amounts referred to therein were determined with respect to such Person (as opposed to the Borrower) on a Consolidated basis.
More Definitions of Subject EBITDA
Subject EBITDA shall have the meaning set forth in Section 2.2(b).
Subject EBITDA shall be: (i) for all Earn-Out Quarters prior to the time (if ever) that Kensington commences or acquires another business and shall have incurred more than an $100,000 of expenses in connection with the acquisition, start-up and operation of such business, the consolidated EBITDA of Kensington and Buyer; (ii) for all Earn-Out Quarters including and following the Earn-Out Quarter in which Kensington acquires or commences another business (either directly or through another subsidiary), and shall have incurred in excess of $100,000 of expenses in connection with the acquisition, start-up and operation of such other business, and for so long as Kensington directly or indirectly operates one or more other businesses, the EBITDA of Buyer adjusted to include, as expenses, an allocation of the general and administrative costs and expenses of Kensington (e.g., salaries and benefits, rents, insurance, SEC filing fees, auditing and legal expenses, etc.), financing costs (e.g., bank or other debt financing) and other enterprise costs of Kensington. Such expenses shall be allocated among Buyer and the other businesses of Kensington in the same manner they are allocated for financial reporting purposes or, if not so allocated, in a fair and reasonable manner. In addition; if financing costs are specifically for Buyer or another Kensington business (including the acquisition of such business), such financing costs shall be allocated only to such business.