Calculation of Gross Profit Sample Clauses

Calculation of Gross Profit. “Gross Profit” shall mean the gross profit of the Business for any Earnout Period, as determined in accordance with GAAP and shall be calculated as set forth on Exhibit B hereto.
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Calculation of Gross Profit. As promptly as practicable, but in no event later than 90 days after the end of each Earnout Year, the Buyer shall prepare a statement (the "Gross Profit Statement") setting forth its calculation of the Gross Profit of APP for such Earnout Year and the Earnout Payment, if any, due to the Schedule 1.03
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Calculation of Gross Profit. The term "GROSS PROFIT" shall mean the gross profit (pretax total invoice value of (x) sales ("SALES") minus (y) the sum of customer discounts, returns, cost of goods sold and five percent (5%) of Sales for Acquiror's overhead) of the Acquiror's New Business (as such term is defined on EXHIBIT 1.6(d)(III)) for the periods set forth in Sections 1.6(d)(i) and (ii); provided, however that with respect to item 6 of the New Business definition set forth on EXHIBIT 1.6(d)(III), the Gross Profit shall mean ninety-five percent (95%) of Sales.
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Calculation of Gross Profit. Gross Profit shall be determined as follows: (i) using the accounting practices and techniques used in the preparation of the Accounts (as defined in Section 3.9), consistently applied to the extent they are not inconsistent with the UK Small Companies Standards and to the extent that they are so inconsistent, consistent with the UK Small Company Standards; (ii) all revenue and cost of goods sold in relation to Excluded Products shall be excluded; and (iii) to the extent it has been agreed in writing between the parties that (A) there has been non-compliance with Section 2.4(a) and (B) the quantum of any loss of revenue and/or increase in costs has been agreed, by adding back any loss of revenue and/or deducting any increase in costs arising from such non-compliance. For the avoidance of doubt, this Section 2.4(c)(iii) shall not apply if no such agreement has been reached between the parties.
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Calculation of Gross Profit. Gross Profit" --------------------------- shall be calculated by Licensee within thirty (30)days after the end of each calendar quarter during the Term and shall be determined as follows: (A) Sales Price less the sum of (1) the Cost of Goods Sold (as defined herein), (2) any royalty fee imposed (i) by a court, or (ii) in connection with a settlement agreement, within the Territory that determines that the Covered Products sold by Licensee infringe the intellectual property rights of
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Related to Calculation of Gross Profit

  • CALCULATION OF NET ASSET VALUE U.S. Trust will calculate the Fund's daily net asset value and the daily per-share net asset value in accordance with the Fund's effective Registration Statement on Form N-2 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), including its current prospectus. If so directed, U.S. Trust shall also calculate daily the net income of the Fund

  • Minimum Adjusted EBITDA Borrower shall maintain a minimum trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), as of such test date, of at least the greater of (a) $75,000,000 and (b) an amount equal to 75% of the trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), for the immediately preceding six-month period, tested semi-annually, commencing September 30, 2024, and continuing on each subsequent March 31 and September 30.

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

  • Determination of Gross-Up Payment Subject to sub-paragraph (c) below, all determinations required to be made under this Section 6, including whether a Gross-Up Payment is required and the amount of the Gross-Up Payment, shall be made by the firm of independent public accountants selected by the Company to audit its financial statements for the year immediately preceding the Change in Control (the "Accounting Firm") which shall provide detailed supporting calculations to the Company and the Executive within 30 days after the date of the Executive's termination of employment. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Executive may appoint another nationally recognized accounting firm to make the determinations required under this Section 6 (which accounting firm shall then be referred to as the "Accounting Firm"). All fees and expenses of the Accounting Firm in connection with the work it performs pursuant to this Section 6 shall be promptly paid by the Company. Any Gross-Up Payment shall be paid by the Company to the Executive within 5 days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"). In the event that the Company exhausts its remedies pursuant to sub-paragraph (c) below, and the Executive is thereafter required to make a payment of Excise Tax, the Accounting Firm shall promptly determine the amount of the Underpayment that has occurred and any such Underpayment shall be paid by the Company to the Executive within 5 days after such determination. Amended and Restated Change in Control Agreement

  • 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.