Acquired EBITDA Sample Clauses

Acquired EBITDA. In determining Consolidated EBITDA for any period, there shall be (i) included in such Consolidated EBITDA all EBITDA attributable to any Person, business or assets acquired by (and thereafter owned by) the Borrower during such period and (ii) excluded from such Consolidated EBITDA all EBITDA attributable to any Person, business or assets disposed of by the Borrower during such period. For purposes hereof, the EBITDA attributable to any such acquired or disposed Person, business or assets prior to the date of acquisition or disposition thereof shall be determined in a manner consistent with the method for determining Consolidated EBITDA, but on a non-consolidated basis.
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Acquired EBITDA. With respect to the twelve (12) month period following the closing of a Permitted Acquisition, the maximum, stipulated, pro forma amount approved by the Agent and the Lenders which can be added to actual trailing twelve (12) month EBITDA.
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Acquired EBITDA. A. Consolidated EBITDA of 4 (the “Acquired Person1”) for Subject Period): 3 Maximum applicable commencing at the end of the fiscal quarter during which the Commitments shall have been increased pursuant to Section 2.13 of the Credit Agreement (but Consolidated Leverage Ratio shall be calculated in each Compliance Certificate). 4 Insert name of any Person acquired by any Loan Party during Subject Period pursuant to a Permitted Acquisition. Calculation is subject to consent, verification and ultimate determination by Administrative Agent. Repeat this Section IV.A for any such additional Persons acquired during Subject Period; aggregate Acquired EBITDA for Subject Period to equal the sum of Line 14 from each lettered subsection of this Section IV.
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Acquired EBITDA. As of any date of determination with respect to any Acquired Person, the result for such period of (i) Net Income, plus (ii) depreciation, amortization, and all other non-cash charges that were deducted in arriving at Net Income for such period plus (iii) provisions for taxes based on income that were deducted in arriving at Net Income for such period, plus (iv) Interest Expense, all as determined in accordance with GAAP but said definition may be modified by discussion between Borrower and Lender, provided however, the final determination as to the definition of Acquired EBITDA shall be determined in the Lender’s sole and absolute discretion.
Sample 1
Acquired EBITDA. A. Consolidated EBITDA of 3 (the “Acquired Person 1”) for Subject Period):
Sample 1

Related to Acquired EBITDA

  • Adjusted EBITDA The 2019 adjusted EBITDA for the Affiliated Club Sellers shall total an aggregate of not less than $10,700,000.

  • Consolidated EBITDA With respect to any period, an amount equal to the EBITDA of Borrower and its Subsidiaries for such period determined on a Consolidated basis.

  • EBITDA The term “EBITDA” shall mean, with respect to any fiscal period, “Consolidated EBITDA” as defined in the Credit Agreement, provided that the following should also be excluded from the calculation of EBITDA to the extent not already excluded from the calculation of Consolidated EBITDA under the Credit Agreement: (i) Non-Cash Charges (as defined in the Credit Agreement) related to any issuances of equity securities; (ii) fees and expenses relating to the Acquisition; (iii) financing fees (both cash and non-cash) relating to the Acquisition; (iv) covenant-not-to-compete payments to certain members of the Company’s senior management and related expenses; (v) expenses (or any portion thereof) incurred outside of the ordinary course of business that are approved by the Board which the Board determines in its good faith discretion are in the best interest of the Company but which will have a disproportionately adverse impact on the Company’s short term financial performance, affecting the Company’s ability to achieve financial targets related to the vesting of the Class C Units under the Incentive Unit Subscription Agreements or the Company’s annual bonus plan; (vi) costs and expenses incurred in connection with evaluating and consummating acquisitions not contemplated by the Company’s annual plan, as such plan is approved by the Board in good faith; (vii) related party expenditures that are subject to the prior written consent of the Majority Executives pursuant to Section 2.3(a) of the Securityholders Agreement but have failed to receive such consent; (viii) advisors’ fees and expenses incurred outside the ordinary course of business related solely to Vestar’s activities that are unrelated to the Company; (ix) costs associated with any put option or call option contemplated by any Rollover Subscription Agreement or Incentive Unit Subscription Agreement; (x) costs associated with any proposed initial Public Offering or Sale of the Company (as such terms are defined in the Securityholders Agreement); (xi) expenses related to any litigation arising from the Acquisition; (x) management fees and costs related to the activities giving rise to such fees that are paid to, paid for or reimbursed to Vestar and its Affiliates; and (xii) material expenditures or incremental expenditures inconsistent with prior practice (to the extent that prior practice is relevant) required by Board (where Management Managers (as defined in the Securityholders Agreement) unanimously dissent) unless such expenditures are reasonably likely to result in any benefit (whether economic or non-economic) to the Company as determined by the Board in its good faith discretion.

  • Minimum Consolidated EBITDA (a) The Borrower will not permit Consolidated EBITDA (i) for the Borrower's fiscal quarter ending closest to June 30, 1997 to be less than $2,500,000 and (ii) for any Test Period ending on the last day of a fiscal quarter of the Borrower set forth below to be less than the amount set forth opposite such fiscal quarter below: Fiscal Quarter Ending Closest To Amount ----------------- ------ September 30, 1997 $5,000,000 December 31, 1997 $5,000,000 March 31, 1998 $5,000,000 June 30, 1998 $5,000,000 September 30, 1998 $5,000,000 December 31, 1998 $5,000,000 March 31, 1999 $5,000,000 June 30, 1999 $5,000,000 -64- September 30, 1999 $ 5,000,000 December 31, 1999 $ 5,000,000 March 31, 2000 $ 5,000,000 June 30, 2000 $10,000,000 September 30, 2000 $15,000,000 December 31, 2000 $15,000,000 March 31, 2001 $15,000,000 June 30, 2001 $15,750,000 September 30, 2001 $16,500,000 December 31, 2001 $16,500,000 March 31, 2002 $16,500,000 June 30, 2002 $16,500,000

  • Minimum Adjusted EBITDA As of any date of determination from and after April 1, 2008, if Borrowers do not have Net Debt in an amount less than $4,000,000 at all times during the most recently completed fiscal quarter, then Borrowers shall not fail to achieve Adjusted EBITDA, measured on a quarter-end basis, of at least the required amount set forth in the following table for the applicable period set forth opposite thereto (and the failure to do so shall be deemed an Event of Default): Applicable Amount Applicable Period $(1,234,000) For the 3 month period ending March 31, 2008 $(1,246,000) For the 6 month period ending June 30, 2008 $(200,000) For the 9 month period ending September 30, 2008 $(839,000) For the 12 month period ending December 31, 2008 $(750,000) For the 12 month period ending March 31, 2009 17 Applicable Amount Applicable Period $(500,000) For the 12 month period ending June 30, 2009 $(150,000) For the 12 month period ending September 30, 2009 $150,000 For the 12 month period ending December 31, 2009 $350,000 For the 12 month period ending March 31, 2010 $550,000 For the 12 month period ending June 30, 2010 $750,000 For the 12 month period ending September 30, 2010 $950,000 For the 12 month period ending December 31, 2010 and for each 12 month period ending as of the last day of each fiscal quarter thereafter

  • Consolidated Senior Leverage Ratio The Company will not permit the Consolidated Senior Leverage Ratio on the last day of any fiscal quarter of the Company ending in a period set forth below to exceed the ratio set forth below applicable to such period: Period Maximum Ratio January 1, 2015 to and including June 30, 2016 5.0 to 1.0 July 1, 2016 to and including September 30, 2016 4.5 to 1.0 October 1, 2016 to and including December 31, 2016 4.0 to 1.0 January 1, 2017 and thereafter 3.0 to 1.0 ”

  • Consolidated Fixed Charge Coverage Ratio Permit the Consolidated Fixed Charge Coverage Ratio as of the end of any fiscal quarter of the Borrower to be less than 1.25 to 1.0.

  • Consolidated Fixed Charges On any date of determination, the sum of (a) Consolidated Interest Expense for the period of two (2) fiscal quarters most recently ended annualized (both expensed and capitalized), plus (b) all of the principal due and payable and principal paid with respect to Indebtedness of REIT, the Borrower and their respective Subsidiaries during such period, other than any balloon, bullet or similar principal payment which repays such Indebtedness in full and any voluntary full or partial prepayments prior to stated maturity thereof, plus (c) all Preferred Distributions paid during such period, plus (d) the principal payment on any Capital Lease Obligations. Such Person’s Equity Percentage in the fixed charges referred to above of its Unconsolidated Affiliates and Subsidiaries of Borrower that are not Wholly Owned Subsidiaries shall be included (without duplication) in the determination of Consolidated Fixed Charges.

  • Minimum Consolidated Fixed Charge Coverage Ratio The Consolidated Fixed Charge Coverage Ratio shall not be less than 1.50 to 1.00, determined based on information for the most recent fiscal quarter annualized.

  • Consolidated Net Leverage Ratio Permit the Consolidated Net Leverage Ratio as of the end of any fiscal quarter of the Borrower to be greater than 4.50:1.00.

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