Acquired EBITDA Clause Samples

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.

Acquired EBITDA. A. Consolidated EBITDA of 3 (the “Acquired Person 1”) for Subject Period): 1. Consolidated Net Income of Acquired Person 1 and its Subsidiaries for Subject Period: $ 2. To the extent deducted in calculating such Consolidated Net Income, Consolidated Interest Charges for Subject Period: $ 3. To the extent deducted in calculating such Consolidated Net Income, provision for Federal, state, local and foreign income taxes for Subject Period: $ 4. To the extent deducted in calculating such Consolidated Net Income, depreciation expenses for Subject Period: $ 5. To the extent deducted in calculating such Consolidated Net Income, amortization expenses for Subject Period: $ 6. To the extent deducted in calculating such Consolidated Net Income, other non-recurring expenses in Subject Period or any future period: $ 7. To the extent deducted in calculating such Consolidated Net Income, losses from discontinued operations for Subject Period: $ 8. To the extent deducted in calculating such Consolidated Net Income, all non-cash charges, expenses or losses for Subject Period: $ 9. To the extent deducted in calculating such Consolidated Net Income, severance, retention bonuses or other similar one-time compensation payments made to officers or employees for Subject Period: $ 2 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). 3 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. 10. To the extent deducted in calculating such Consolidated Net Income, fees, costs and expenses incurred by Acquired Person 1 and its Subsidiaries in connection with the transactions contemplated by, or due pursuant to, the Agreement and the other Loan Documents for Subject Period: $ 11. To the extent deducted in calculating such Consolidated Net Income, fees, costs and expenses incurred by Acquired Person 1 and its Subsidiaries in connection with any Investment, issuance of Equity Interests, Disposition of assets or Permitted Acquisi...

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.