Closing EBITDA Clause Samples
The Closing EBITDA clause defines the earnings before interest, taxes, depreciation, and amortization of a business as calculated at the time a transaction is finalized. This clause typically outlines the method for determining EBITDA, including which financial periods and adjustments are considered, and may specify the process for resolving disputes over the calculation. Its core function is to provide a clear, agreed-upon measure of the company's financial performance at closing, which is often used to adjust the purchase price or trigger certain post-closing obligations, thereby ensuring transparency and fairness in the transaction.
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Closing EBITDA. EBITDA (calculated on a pro forma basis with adjustments mutually acceptable by Agent and Borrower) (“Closing EBITDA”), for the 12 month period ending on the Closing Date, shall not be less than $175,000,000.
Closing EBITDA. Evidence satisfactory to the Note Purchaser that EBITDA of the Company and its consolidated Subsidiaries (excluding PW Poly) for the seven month period ending July 31, 2004 was at least $13,000,000.
Closing EBITDA. The Administrative Agent shall have received a certificate from the chief financial officer confirming that Closing EBITDA of the Company and its Subsidiaries, on a consolidated basis, for the twelve-month period ended December 31, 2007, shall equal at least $255,000,000, and showing in reasonable detail the support for such calculation.