Common use of Annualized EBITDA Clause in Contracts

Annualized EBITDA. At any date of determination, the product of (a) the sum (determined without duplication in accordance with generally accepted accounting principles ("GAAP"), consistently applied and consistent with Seller's financial statements) of the following: (i) the aggregate gross operating revenue for the six (6) most recently consecutive completed months derived in the ordinary course of business in respect of the Systems (including revenues arising from second outlets and remotes and advertising revenues, and including pay-per-view revenues and installation fees, but excluding interest income, programming launch incentives and extraordinary items) minus (ii) all operating expenses for such period, including, without limitation, technical, programming (no credit shall be given for launch incentives), selling and general administration expenses, and management fees, but excluding (to the extent included in operating expenses) interest expense, amortization, depreciation, income and withholding taxes, other non-cash charges and extraordinary gains or losses plus (iii) to the extent included in operating expenses, actual management fees paid, said amount not to exceed the lesser of: (x) three and one-half percent (3 1/2 %) of Seller's gross operating revenue for such period; or (y) the sum of $400,000, plus (iv) to the extent included in operating expenses, actual home office expenses for Seller's headquarters in Pittsburgh, Pennsylvania, said amount not to exceed $100,000, times (b) two (2).