Manner of Computation. For the [***] set forth in this Section 5(B), all of the following conventions shall apply:
Manner of Computation. For purposes of this Agreement, “
Manner of Computation. For purposes of Sections 3.02, 3.03, and 3.04 all computations of federal income tax shall be made in accordance with the Code and the regulations thereunder including, where relevant, Treasury Regulation § 1.1502-47.
Manner of Computation. For purposes of this Agreement, “Net Revenue” for any period shall mean the total cash received by the Buyer and its subsidiaries related to registrations of “.travel” domain names, net of third-party registry operator fees, if applicable, and exclusive of any cash received from a Bulk Purchase Program. “Bulk Purchase Program” means any agreement or program of Buyer or its subsidiaries pursuant to which a single purchaser or affiliated group of purchasers registers or renews more than twenty five thousand (25,000) “.travel” domain names.
Manner of Computation. For purposes of this Agreement, “EBIT” of the Acquired Business shall mean the consolidated earnings of the Acquired Business from operations before interest income and expense and corporate income taxes. EBIT shall be determined in accordance with GAAP. In determining such EBIT:
Manner of Computation. For purposes of this Agreement, ‘‘EBITDA’’ of the Ac- quired Business for any fiscal year shall mean its earnings from operations before interest, taxes, depreciation and amortization, calculated as if it were being op- erated as a separate and independent corporation. EBITDA shall be determined in accordance with generally accepted accounting principles (GAAP) as consis- tently applied by Seller as determined by the firm of independent certified public accountants engaged by Buyer for purposes of its own audit (‘‘Buyer’s Account- ants’’). In determining such EBITDA:
Manner of Computation. For purposes of this Agreement, “NOI” for any period shall mean the gross income from operations of the Property by the Buyer less all operating expenses therefrom, including, without limitation, all management fees and the FF&E Payment before interest, taxes (other than real property taxes on the Property), depreciation and amortization. NOI shall be determined in accordance with generally accepted accounting principles (“GAAP”). In determining NOI:
Manner of Computation. In general, for purposes of this Agreement, the “EBITDA” of the Practice for any Earnout Period shall mean the earnings of the Practice from operations before interest, taxes, depreciation and amortization, including any revenues from FC Derivative Works (as defined in the License Agreement) that the parties agree, after negotiating in good faith on a case-by-case basis for each such FC Derivative Work, to allocate to the EBITDA of the Practice (for the avoidance of doubt, revenues from the programs entitled “Leadership: Great Leaders, Great Teams, Great Results,” “Leadership: Great Leaders, Great Teams, Great Results for the Public Sector,” “Leadership Foundations,” and “Executive Leadership Summit” are not included in the EBITDA of the Practice), calculated as if the Practice were being operated as a separate and independent division of the Company. Except as provided in this Section 2.8(b), the EBITDA of the Practice shall be determined in accordance with GAAP and using assumptions consistent with the sample EBITDA calculation as set forth on Exhibit 2.8(a)(ii). For the purposes of determining the EBITDA of the Practice and the Annual Earnout Payment:
Manner of Computation. For purposes of this Agreement, “EBITDA” shall mean, for each Earnout Period, the net income of the Company and the Surviving Corporation, as determined in accordance with GAAP, plus interest, income taxes, depreciation and amortization of the Company and the Surviving Corporation for such period; provided, however, that for purposes of calculating EBITDA:
Manner of Computation. For purposes of this Agreement, "Distributable Cash before Reserves" of the Company for any Fiscal Year shall mean its Distributable Cash as defined in Section 1.1 above, before, and without taking into account, any reduction for the Reserves. Distributable Cash before Reserves shall be determined initially by the Seller, following the issuance of the audited financial statements of the Company for the applicable Fiscal Year, and Seller shall obtain input in computing the Distributable Cash before Reserves both from the firm of independent certified public accountants engaged by the Company for purposes of the Company's audit ("Sandhill's Accountants") and from the Management Committee of the Company. In determining the Distributable Cash before Reserves:
