EBITDA Adjustment. If the Transferors’ EBITDA for the fiscal year ended June 30, 2013 exceeds AUS$11,200,000, the Cash Payment payable at Closing shall be increased by an amount equal to the product of (a) seven (7) and (b) the difference between (i) Transferors’ EBITDA for the fiscal year ended June 30, 2013 minus (ii) AUS$11,200,000. However, if Transferors’ EBITDA for the fiscal year ended June 30, 2013 is less than or equal to AUS$10,800,000, the Cash Payment payable at Closing shall be decreased by an amount equal to the product of (x) seven (7) and (y) the difference between (i) AUS$10,800,000 and (ii) Transferors’ EBITDA for the fiscal year ended June 30, 2013.
EBITDA Adjustment. Section 3.1(a) Effective Time Section 4.1 Employees Section 5.19(a) Environmental Audit Report(s) Section 4.5(a) Environmental Consultants Section 4.5(a) Environmental Laws Section 4.5(a) Environmental Liabilities Section 4.5(a) Environmental Permits Section 5.12(a)(i) Equipment Section 1.1(b) Equipment Charges Section 10.3(b)(iii) ERISA Section 5.19(a)(i) Escrow Amount Section 3.5(a)(ii) Estimated Net Asset Value Section 3.1(d) Estimated Purchase Price Section 3.2 Excluded Assets Section 1.2 Excluded Liabilities Section 2.2 Final Purchase Price Section 3.1(a)
EBITDA Adjustment. No later than the fourth Business Day prior to the Closing Date, the Sellers shall prepare and deliver to the Purchasers an officer's certificate, certifying as to the Company's estimated cumulative earnings before interest, tax, depreciation and amortization (calculated without taking into account non-recurring items of income and expenses) ("EBITDA"), and attaching a statement thereof, prepared from the books and records of the Company in accordance with GAAP and in a manner consistent with the preparation of the Year-End Financial Statements, (a) for the period from July 30, 2001 to the close of business on the day immediately preceding the Closing Date (the "Estimated YTD EBITDA Amount") and (b) for the period from November 26, 2001 to the close of business on the day immediately preceding the Closing Date (the "Estimated STD EBITDA Amount"). The Purchase Price payable at the Closing shall be reduced by the positive difference or increased by the positive value of the negative difference, in each case on a dollar for dollar basis, between (a) the product of (1) the quotient obtained by dividing (x) the number of days that remain in the Company's fiscal year as of the Closing Date by (y) 365 multiplied by (2) the sum of (x) the Estimated YTD EBITDA Amount, (y) the product obtained by multiplying the EBITDA amount budgeted (the "Remaining Seasonal Budgeted Amount") for the period from the Closing Date to April 28, 2002 as set forth in the Company's annual budget set forth in Schedule ARTICLE II(f)(ii) of the Seller Disclosure Schedule (the "Company's Budget") by the quotient obtained by dividing (i) the Estimated STD EBITDA Amount by (ii) the EBITDA amount budgeted for the period from November 26, 2001 to the close of business on the day immediately preceding the Closing Date as set forth in the Company's Budget and (z) the EBITDA amount budgeted for the period from April 29, 2002 to July 28, 2002 as set forth in the Company's Budget (the "Remaining Post-Season Budgeted Amount") minus (b) the sum of the Remaining Seasonal Budgeted Amount plus the Remaining Post-Season Budgeted Amount. For purposes of this Section 2.03, if the Closing Date shall occur on any day other than a Monday, the Closing Date, as used to calculate any EBITDA for any period that includes a reference to the Closing Date, shall be deemed to occur on the following Monday.
EBITDA Adjustment. (a) Promptly after the Closing Date, but in no event more than 45 days thereafter, the Purchaser shall deliver to the Seller an unaudited statement (the "Closing Statement") setting forth (i) the amounts of the Due From Rite Aid Account and the Due To Rite Aid Account immediately prior to the cancellation of such accounts pursuant to Section 1.6 hereof and (ii) the amount (which may be positive or negative) of earnings before interest, taxes, depreciation and amortization of the Company and its subsidiaries on a consolidated basis for the period beginning on and including April 22, 2000 and ending on and including the last business day prior to the Effective Date (the "EBITDA Amount"). The Closing Statement (i) shall be prepared in accordance with generally accepted accounting principles consistent with the accounting principles, practices and methodologies used in preparation of the financial statements referenced in Section 2.4 hereof (except that, regardless of whether so required by generally accepted accounting principles, the calculation of the EBITDA Amount set forth in the Closing Statement shall not reflect (x) any Disregarded Liability (as defined herein) or (y) any transactions related to the sale of the Designated Real Property, (ii) shall not give effect to the transactions contemplated hereby and (iii) shall disregard any change, event or circumstance occurring after the Effective Date. Without the written consent of the Seller, the Purchaser shall not make any adjustments to the Closing Statement following the delivery thereof to the Seller. The Purchaser shall provide the Seller and its representatives with copies of the Purchaser's and the Company's work papers and access to the Purchaser's and the Company's accountants' work papers generated in connection with the preparation of the Closing Statement, as well as access to employees and representatives of the Company and its accounting firms to assist the Seller in its review of such work papers. In addition, following delivery of the Closing Statement, the Seller and its representatives shall be entitled to review the books and records of the Company and its subsidiaries. If the Seller accepts the Closing Statement, the Seller shall, within 30 days of delivery of the Closing Statement to the Seller, deliver to the Purchaser a written notice to such effect and, upon delivery of such notice, the Closing Statement shall be final and binding upon the parties for purposes of this Agreement. Fo...
EBITDA Adjustment. If any party disagrees with any such determination by delivering formal written notice of such disagreement to the other party on or before the expiration of the fifteen (15) day period provided in Section 2.1.1.C. above, then the parties agree to submit the dispute to Deloitte & Touche, L.L.P., who shall determine the accuracy and correctness of the Accountant's original determination within thirty (30) days following such submission. Said determination of Deloitte & Touche, L.L.P. shall be final and binding on the parties hereto. The parties shall each bear one-half (1/2) of the expenses of Deloitte & Touche, L.L.
EBITDA Adjustment. (a) Concurrently with the delivery to Purchaser of the Audited Statements, Seller shall deliver to Purchaser a preliminary statement ("Preliminary EBITDA Statement") of the EBITDA based on the Audited Statements (which shall include a description in reasonable detail of the components and amounts thereof).
EBITDA Adjustment. (i) As soon as reasonably practicable (but no later than February 28, 2018), (A) Parent shall use commercially reasonable efforts to cause Seller to prepare and deliver to Purchaser and Parent copies of Seller’s management account details containing the unaudited balance sheet of each Company and its Subsidiaries as at December 31, 2017 and the related statement of income for the twelve-month period ended December 31, 2017, prepared on a consistent basis with the Company Financial Statements (the “2017 Company Financial Statements”) and (B) as promptly as practicable following receipt of the 2017 Company Financial Statements (but in no event later than five (5) Business Days following Parent’s receipt of the 2017 Company Financial Statements), Parent shall prepare and deliver to Purchaser a written statement (the “2017 EBITDA Statement”) of 2017 EBITDA and 2017 Company EBITDA for each Company, including reasonably detailed calculations of the various amounts of the components of 2017 EBITDA and the 2017 Company EBITDA of each Company. The 2017 EBITDA Statement shall be prepared in good faith in accordance with the terms of this Agreement and otherwise consistent with the Company Financial Statements.
EBITDA Adjustment. The Conversion Price shall be adjusted to the extent that the Corporation's Adjusted EBITDA is less than or more than $17,000,000. For each $500,000 (and/or fraction thereof) that the Corporation's Adjusted EBITDA is greater than $17,000,000, the Conversion Price will be increased by $0.031. For each $500,000 (and/or fraction thereof) that the Corporation's Adjusted EBITDA is less than $17,000,000, the Conversion Price will be decreased by $0.031 (and/or fraction thereof). In no case, however, shall the resulting Conversion Price be less than $1.00 or more than $1.661. For purposes of the adjustment described in this clause (d), the Corporation and the Investors shall engage PricewaterhouseCoopers, LLP ("PWC"), at the Corporation's expense, to calculate the Adjusted EBITDA of the Corporation and to provide a certificate (the "EBITDA CERTIFICATE") to the Corporation and each of the Investors setting forth such calculation. Within 15 days after the issuance of the Corporation's audited financial statements, PWC shall send a draft of the EBITDA Certificate (the "DRAFT EBITDA CERTIFICATE") to the Investors and the Corporation, each of whom shall have 30 days thereafter (the "OBJECTION PERIOD") to make any objection thereto or suggest any changes in order to conform the calculation therein to the terms of this Certificate of Designation. Failure by any party to make any objection or suggest any such changes within the Objection Period will be deemed to constitute acceptance of the Draft EBITDA Certificate. The Corporation will use its best efforts to cause PWC to issue the EBITDA Certificate (the "FINAL EBITDA CERTIFICATE") as promptly as practicable, but in any event no later than 30 days following the expiration of the Objection Period, and the Final EBITDA Certificate shall be binding on all parties, including without limitation the Corporation and the Investors and their successors and assigns."
EBITDA Adjustment. (a) Within ninety (90) days after the Closing Date, Purchaser shall deliver to Seller Representative a schedule setting forth its calculation of the Adjusted EBITDA for the Company for the twelve month period ending on May 31, 2008 (the “Actual Adjusted EBITDA”). The Seller Representative shall have a thirty (30) day period to review the Purchaser’s calculation of the Actual Adjusted EBITDA. If Seller Representative disputes Purchaser’s calculation of the Actual Adjusted EBITDA, Seller Representative shall deliver a written notice (“EBITDA Dispute Notice”) to Purchaser within thirty (30) days of delivery of Purchaser’s calculation. Seller Representative shall set forth in detail in the EBITDA Dispute Notice the basis for its disagreement with the Purchaser’s calculation of the Actual Adjusted EBITDA. If Seller Representative fails to deliver the EBITDA Dispute Notice within the allotted time period, Seller Representative shall be deemed to have agreed to the given calculation delivered by Purchaser, which calculation shall be final, conclusive and binding upon all of the parties hereto. If Seller Representative disputes the calculation of the Actual Adjusted EBITDA within the allotted time period, the parties in good faith will attempt to jointly resolve any dispute during the thirty day period following the delivery of the EBITDA Dispute Notice. If Purchaser and Seller Representative can resolve their dispute and agree upon the calculation of the Actual Adjusted EBITDA, they shall memorialize their agreement in writing and such mutually agreed upon figure shall be final, conclusive and binding upon all of the parties. If Purchaser and Seller Representative cannot resolve the dispute to their mutual satisfaction, Purchaser and Seller Representative shall engage the Independent Accountant to determine the appropriate amount of Actual Adjusted EBITDA consistent with this Agreement. The fees and expenses of the Independent Accountant shall be shared equally by Purchaser, on the one hand, and Seller Parties, on the other hand, with each being severally, but not jointly, responsible for one half of such fees and expenses. Each of Purchaser and Seller Parties shall provide the Independent Accountant such of their respective work papers as may be requested by the Independent Accountant. The Independent Accountant shall be requested to complete its engagement within forty-five (45) days of being retained by Purchaser and Seller Parties. The determination of the In...
EBITDA Adjustment. (a) As promptly as possible, and in any event within sixty (60) days after August 1, 2008 or the Closing Date, whichever is later, Buyer shall deliver to Sellers a statement from Buyer’s accountants showing the EBITDA for the Company for the fiscal year ended July 31, 2008 (the “Actual EBITDA”) and showing the amount by which the Actual EBITDA is greater than or less than the amount shown on Schedule 2.2.
