Closing EBITDA means “EBITDA” as defined in the indenture governing the notes identified in clause (i) of the definition of “Existing Notes” modified as follows: (a) business optimization expenses and other restructuring charges under clause (4) of such definition shall only be permitted to be added back up to an aggregate amount of $5,000,000 for the twelve-month period ended December 31, 2007 and (b) EBITDA for each of the three-month periods ended March 31, 2007 and June 30, 2007, respectively, shall be deemed to be $32,700,000 and $88,300,000, respectively.
Closing EBITDA means the Consolidated EBITDA of the Company and its Subsidiaries, determined on a consolidated basis and calculated by the Company in good faith for the twelve-month period ending on the last day of the most recent fiscal quarter ending at least 15 days prior to the Closing Date. With respect to the line items included in the definition of Consolidated EBITDA in this Agreement that correspond with the line items included in the definition of “Consolidated EBITDA” under the Company Credit Agreement, such line items will be calculated in good faith and in a manner consistent with the calculation of the corresponding line items in the definition of Consolidated EBITDA under the Company Credit Agreement (but without regard to any time limitations or dollar caps specified therein for such line items).
Closing EBITDA means, with respect to the Borrower and its Subsidiaries for the 13 Retail Periods ended immediately prior to the Closing Date and all determined on a consolidated basis and in accordance with GAAP, the sum of (i) Consolidated Net Income for such period, plus (ii) to the extent deducted in the calculation of Consolidated Net Income for such period, Consolidated Interest Expense for such period, plus (iii) to the extent deducted in the calculation of Consolidated Net Income for such period, federal and state income taxes for such period, plus (iv) to the extent deducted in the calculation of Consolidated Net Income for such period, depreciation and amortization expense for such period, plus (v) to the extent deducted in the calculation of Consolidated Net Income for such period, all extraordinary losses for such period, minus (vi) to the extent included in the calculation of Consolidated Net Income for such period, all extraordinary gains for such period.
Examples of Closing EBITDA in a sentence
The Administrative Agent shall have received a certificate from the chief financial officer confirming that Closing EBITDA of the Company and its Subsidiaries, on a consolidated basis, for the twelve-month period ended December 31, 2007, shall equal at least $255,000,000, and showing in reasonable detail the support for such calculation.
If and to the extent that the Third Closing EBITDA is reduced by reason of the payment of the Second Purchase Incentive Payment to the Incentive Holders, the Third Closing EBITDA shall be increased by the amount of such reduction.
On or prior to the last day of the Review Period, Sellers may object to the Closing EBITDA Statement by delivering to Buyer a written statement setting forth Sellers’ objections in reasonable detail, indicating each disputed item or amount and the basis for Sellers’ disagreement therewith (the “Statement of Objections”).
The preparation of the Closing Statement shall be for the sole purpose of determining the Closing Working Capital Adjustment in accordance with Section 2.5(b) and the Closing EBITDA Adjustment in accordance with Section 2.5(d).
The Closing Balance Sheet, the Closing Statement of Operations, the Closing Working Capital Adjustment and the Closing EBITDA Adjustment and the related certificates, collectively, are referred to herein as, the “Closing Statement”.
More Definitions of Closing EBITDA
Closing EBITDA shall be an amount equal to the Company's EBITDA for the twelve month period ending on the last day of the fiscal month ended immediately prior to the Closing Date.
Closing EBITDA means EBITDA for the period from April 1, 2009 to the Closing Date based on the Final Financial Statements.
Closing EBITDA has the meaning set forth in Section 2.2.
Closing EBITDA shall have the meaning ascribed to such term in clause (iii) of Section 7.06(g) hereof.
Closing EBITDA means the EBITDA of each of Dayton Depot and Redhawk (calculated separately for each entity) for the trailing 12 month period immediately preceding the Closing Date which shall be no less than their respective Pricing EBITDA and shall be calculated in the manner provided in Exhibit 6.
Closing EBITDA means, with respect to any Person for any fiscal period, without duplication, an amount equal to (a) consolidated net income of such Person for such period, determined in accordance with GAAP, minus (b) the sum of (i) income tax credits, (ii) interest income, (iii) gain from extraordinary items for such period, (iv) any aggregate net gain (but not any aggregate net loss) during such period arising from the sale, exchange or other disposition of capital assets by such Person (including any fixed assets, whether tangible or intangible, all inventory sold in conjunction with the disposition of fixed assets and all securities), and (v) any other non-cash gains that have been added in determining consolidated net income, in each case to the extent included in the calculation of net income of such Person for such period in accordance with GAAP, but without duplication, plus (c) the sum of (i) any provision for income taxes, (ii) Interest Expense, (iii) non-cash loss from extraordinary items for such period, (iv) depreciation and amortization for such period (other than amortization with respect to Vendor Advances and Production Costs), (v) amortized debt discount for such period, (vi) the amount of any deduction to consolidated net income as the result of any grant to any members of the management of such Person of any Stock, in each case to the extent included in the calculation of consolidated net income of such Person for such period in accordance with GAAP, (vii) goodwill impairment to the extent approved by Agent, and (viii) impairment, restructuring and severance expenses to the extent approved by Agent. For purposes of this definition, the following items shall be excluded in determining consolidated net income of a Person: (1) the income (or deficit) of any other Person accrued prior to the date it became a Subsidiary of, or was merged or consolidated into, such Person or any of such Person’s Subsidiaries; (2) the income (or deficit) of any other Person (other than a Subsidiary) in which such Person has an ownership interest, except to the extent any such income has actually been received by such Person in the form of cash dividends or distributions; (3) the undistributed earnings of any Subsidiary of such Person to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation or requirement of law applicable to such Subsidiary; (4) any restorati...
Closing EBITDA means the trailing (12) months EBITDA of the Company as of February 28, 2013, which Sellers and Buyer agree is an amount equal to $2,086,243.