EBITDA Calculation Clause Samples

EBITDA Calculation. The rolling twelve month EBITDA as of September 28, 2002 for Key Tronic Corporation was $7,496,000, calculated as follows: Operating Income $ 2,652,000 Depreciation $ 3,064,000 Amortization $ 851,000 Amortization of Capitalized Manufacturing Variances (without duplication) $ 929,000 Total EBITDA = $ 7,496,000

EBITDA Calculation. The Administrative Agent shall have received a calculation of historical Consolidated EBITDA plug numbers as set forth in Schedule 3.2(o) calculated in accordance with and after giving effect to clause (ii) of the last paragraph of the definition of “Consolidated EBITDA”. Each Lender, by delivering its signature page to this Agreement and funding its Loan on the Funding Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by any Agent, Required Lenders or Lenders, as applicable, on the Funding Date. Notwithstanding anything herein to the contrary, upon satisfaction (or waiver by the Administrative Agent) of the conditions set forth in this Section 3.2, the initial funding of the Loans shall occur; it being understood and agreed that there are no other conditions (implied or otherwise) to the commitments hereunder or the provision or funding thereof, including compliance with the terms of this Agreement or the Fee Letter; it being further understood that, other than with respect to Filing Collateral or Stock Certificates (each as defined below), to the extent any security interest in or Lien on any Collateral or lien search is not or cannot be provided and/or perfected on the Funding Date after Parent’s and the Borrower’s use of commercially reasonable efforts to do so, or without undue burden or expense, the provision and/or perfection of a Lien on such Collateral or delivery of such Collateral, certificate or lien search shall not constitute a condition precedent for purposes of this Section 3.2, but instead shall be required to be perfected after the Funding Date within ninety (90) days after the Funding Date (or, in the case of Stock Certificates with respect to Karpos Intermediate and Keypath Education, ten (10) Business Days) (or such later date as the Administrative Agent may in its sole discretion agree, including pursuant to Section 5.12) (this paragraph, the “Certain Funds Provision”). Furthermore, and notwithstanding anything herein to the contrary, upon the Borrower’s delivery of a Funding Notice in accordance with this Agreement requesting an earlier funding, the proceeds of the Loans will be made available to the Borrower in advance of the consummation of the Take Private and the occurrence of the Funding Date in order to facilitate the conversion of the proceeds of the Loans funded in Dollars into Australian Dollars in order to fund the Acquisi...

EBITDA Calculation. For purposes of this Section 2.08, “EBITDA” means, for any period, the net earnings of the Business from continuing operations excluding expenses from interest, income taxes, depreciation and amortization, calculated in accordance with GAAP as if the Business were being operated as a separate, stand-alone business and excluding the following: (i) any “extraordinary items” (as that term is defined by GAAP) of gain or loss during the period; (ii) any gains or losses realized from the sale of any assets other than in the ordinary course of business; (iii) any Earn-Out Payments or issuance of the ISG Shares; (iv) any Overhead in excess of the Overhead Amount; and (v) any legal or accounting fees or expenses arising out of this Agreement or the Transactions contemplated by this Agreement.

EBITDA Calculation. Prior to the Closing and following receipt of the 2007 Audited Financial Statements, the parties shall jointly calculate the Final EBITDA Amount in good faith.

EBITDA Calculation. The 1999 EBITDA calculation shall have become ------------------ final.

EBITDA Calculation. For each year or partial year referenced above in this Section 4(e)(an “EBITDA Period”), Employer shall prepare and deliver to Executive its calculation of the EBITDA of Employer (an “EBITDA Calculation”) for the applicable EBITDA Period, together with a notice setting forth whether, based on such EBITDA Calculation, Executive is entitled to the EBITDA Bonus for such EBITDA Period. Each EBITDA Calculation shall be delivered to Executive not later than the date (including applicable extension periods) that PMH is required to file its audited financial statements or, as applicable, interim financial statements with the Securities and Exchange Commission with respect to such EBITDA Period . The EBITDA Calculation shall be made by Employer’s independent auditors using the same accounting principles, practices and methodologies, consistently applied, that were used to prepare the Year End Audited Financial Statements for 2006.

EBITDA Calculation. Within 30 days following the delivery of a ROFR Notice, TRG Call Option Notice or Anywhere Call Option Notice or the Mandatory Redemption Date, as applicable, the Board and the Board of Managers of Double Barrel Title LLC shall deliver to the TRG Member a proposed calculation of the Company EBITDA and the ITC EBITDA, as applicable, which shall be determined by the Board and the Board of Managers of Double Barrel Title LLC, as applicable, in good faith using the same valuation methodologies and accounting principles, practices, procedures, policies and methods used in the determination of the purchase price under the TRG Company Subscription Agreement and TRG ITC Subscription Agreement, as applicable (the “Valuation Methodologies”), together with such reasonable documentation (including supporting calculations and schedules) used by the Board and the Board of Managers of Double Barrel Title LLC in connection with the preparation of such calculations. Unless the TRG Member has delivered to the Board a written objection to, and alternative calculation of, such proposed Company EBITDA and ITC EBITDA within 15 days after delivery thereof (an “Objection Notice”), the Company EBITDA and the ITC EBITDA proposed by the Board and the Board of Managers of Double Barrel Title LLC shall be final and binding on the Members. During such 15-day period, the TRG Member and/or its accountants shall have reasonable access to the books and records of the Company and Double Barrel Title LLC and other documentation relating to the calculations of the Company EBITDA and the ITC EBITDA as the TRG Member may reasonably request and to the extent not unreasonably interfering with the business of the Company or of Double Barrel Title LLC. If the TRG Member delivers an Objection Notice within such 15-day period, the Anywhere Member and the TRG Member shall negotiate in good faith to resolve such objections within twenty (20) days after the delivery of the Objection Notice (the “Resolution Period”). If the Anywhere Member and the TRG Member are unable to resolve all such disagreements on or before the expiration of the Resolution Period, the TRG Member and the Anywhere Member shall promptly retain and enter into an engagement letter with the Appraiser within ten (10) days following the expiration of the Resolution Period to resolve all such disagreements, who shall adjudicate only those items still in dispute. The Appraiser shall offer the TRG Member and the Anywhere Member the opportun...

EBITDA Calculation. Not later than 15 days before the Closing Date, the Seller shall deliver to the Purchaser (a) a calculation of EBITDA for the 12 months ended on the end of the month preceding the Closing Date (i) for the Purchased Subsidiaries and their respective Subsidiaries (excluding MobileX) and (ii) for Symphony Health Services, Inc. and its respective Subsidiaries (excluding MobileX), in each case calculated in accordance with the terms of this Agreement and showing the calculation thereof in reasonable detail and (b) a certificate of the chief financial officer of the Seller to the best of his knowledge, in accordance with the terms of this Agreement. If before the Closing Date the Purchaser disputes the EBITDA calculation, the parties shall attempt to resolve any such dispute. If the parties are unable to resolve any dispute relating to the calculation of EBITDA, such dispute shall be resolved in accordance with the procedure specified in Section 2.4(b).

EBITDA Calculation. Concurrently with the ------------------ delivery of the financial statements delivered pursuant to Section 11.8(a)(i)(A), a statement showing the calculation of EBITDA in accordance with the definition of EBITDA contained in this Agreement and the notification of initial judgments provided for in Section 11.16(c).