Adjusted EBIT Sample Clauses

Adjusted EBIT. 3 Affiliate.................................................................... 28 affiliates................................................................... 36 Agreement.................................................................... 1 ASC.......................................................................... 1
Sample 1
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Adjusted EBIT. 1 AFFILIATE.....................................................................2
Sample 1
Adjusted EBIT. Adjusted EBIT" shall mean the operating income (that is, earnings before interest and taxes and other expenses/income, net) of the JV Entities (taken as a whole) for the fiscal year ended November 30, 2001 as reflected in the Post-Signing Audited Financial Statements for such year prepared in accordance with GAAP consistently applied ("EBIT"), provided that the following adjustments shall be made to the actual EBIT of the JV Entities:
Sample 1
Adjusted EBIT. 3 1.4 Procedures for Determining Adjusted EBIT. .................4 1.5 Payment of the Contingent Payments. .......................6 1.6 Conduct of Business Following Closing.......................6
Sample 1
Adjusted EBIT. (a) For purposes of this Agreement, the term "Adjusted EBIT" shall mean the earnings of the Company, if any, before deducting interest payments and taxes during each Period, computed in accordance with the accounting practices applied by Coopers & Xxxxxxx LLP during its audit of the Company's financial statements as of November 30, 1997, and the provisions set forth herein. (b) Notwithstanding anything to the contrary in this Agreement, the calculation of Adjusted EBIT shall not include (i) any purchase accounting adjustments (such as additional depreciation resulting from the write up of the assets of the Company) and amortization of goodwill arising as a result of the transactions described herein; (ii) any corporate overhead allocation by Buyer; (iii) any moving expenses relating to the relocation of employees of Buyer to the Company's location and either reimbursed to such employees or paid directly by the Company on behalf of such employees; (iv) any charges to earnings that may result from claims against the Company or the Sellers for which the Company and/or Buyer is entitled to indemnification pursuant to Article IX hereof and for which either recovery thereunder is actually made or Sellers provide written confirmation that such claim is properly subject to the indemnification provisions of Article IX, regardless of whether the claim is subject to the "basket" referred to in the second clause of the penultimate sentence of Section 9.1(b); (v) any amounts paid as the Incentive Bonus pursuant to Section 4.4 of the Employment Agreement; and (vi) items of revenue and related expense generated during a given Period on the basis of circumstances that Buyer and Sellers' Representative agree are not reasonably likely to recur, including, without limitation, items that are extraordinary or unusual items as such terms are defined by generally accepted accounting principles (collectively, the "Non-Recurring Items"), to the extent to which such Non-Recurring items exceed 5% of the total revenue generated during such Period. 1.4
Sample 1
Adjusted EBIT. Adjusted EBIT" shall mean the Company's earnings before income tax and before any benefit allowance, calculated in accordance with GAAP (excluding the pro forma effect of any Earn Out Payment payable with respect to such EBIT), excluding any EBIT attributable to any stock or asset acquisition transactions by the Company or its Affiliates from or after the date of this Agreement. The Company's revenues and expenses, including, without limitation, corporate allocations, amortization and depreciation will be calculated and recorded in accordance with GAAP, applicable government cost accounting rules, and the accounting practices, methods, principles and practices utilized by Parent in preparing its consolidated financial statements. Corporate and general and administrative cost allocations shall include only costs and expenses related to (i) direct corporate services, including legal services, provided to the Surviving Corporation and (ii) any out-of-pocket expenses incurred by Parent or its Affiliates and attributable to the Surviving Corporation. Notwithstanding anything in this Agreement to the contrary, if Parent causes the Company to complete one or more acquisitions or strategic transactions which causes the Company's costs used to calculate the adjusted EBIT to increase, then Xx. Xxxxxx Xxxxxx shall notify Parent in writing that such transaction has caused such costs to increase, and, then, Xx. Xxxxxx and a representative of Parent will negotiate in good faith an adjustment to the calculation of Adjusted EBIT in order to reasonably account for agreed upon increases in the Company's costs.
Sample 1

Related to Adjusted EBIT

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

  • 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 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

  • Interest Expense Coverage Ratio The Borrower will not permit the ratio of (i) Consolidated EBITDA to (ii) Consolidated Cash Interest Expense for any period of four consecutive fiscal quarters to be less than 3.75 to 1.00.

  • Interest Expense For any period with respect to Parent Company and its Subsidiaries, without duplication, (a) interest (whether accrued or paid) actually payable (without duplication), excluding non-cash interest expense but including capitalized interest not funded under an interest reserve pursuant to a specific debt obligation, together with the interest portion of payments on Capitalized Leases, plus (b) Parent Company’s and its Subsidiaries’ Equity Percentage of Interest Expense of their Unconsolidated Affiliates for such period.

  • Adjusted Quick Ratio A ratio of (i) Quick Assets to (ii) Current Liabilities minus the current portion of Deferred Revenue of at least 1.25 to 1.00.

  • 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.

  • Measurement Period (b) In this Agreement, unless the contrary intention appears, a reference to:

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