NTM/FTM EBITDA Calculation Determination Sample Clauses
The NTM/FTM EBITDA Calculation Determination clause defines how EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) is calculated for the next twelve months (NTM) or forward twelve months (FTM) in a contract. This clause typically outlines the specific accounting methods, adjustments, and timeframes to be used when projecting or measuring EBITDA, ensuring consistency in financial reporting. By clearly specifying the calculation methodology, the clause helps prevent disputes over financial metrics and provides a transparent basis for performance measurement, covenants, or valuation purposes.
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NTM/FTM EBITDA Calculation Determination. The Seller may dispute ---------------------------------- the NTM EBITDA or the FTM EBITDA calculation set forth in the financial statements prepared by Purchaser and Purchaser's accountants by notice to Purchaser setting forth in reasonable detail the amounts in dispute and the basis for such dispute within forty-five (45) days of its receipt of such financial statements. If the Seller fails to deliver a notice of objections within such respective 45-day period, the Seller shall be deemed to have accepted the NTM EBITDA or FTM EBITDA. If the NTM EBITDA or FTM EBITDA amount is in dispute, Purchaser's and Seller's accountants shall attempt in good faith to resolve such dispute, and any resolution as to any disputed amounts shall be final, binding and conclusive. If there is no resolution of any such dispute within fifteen (15) days of the date of receipt by Purchaser of a written notice of dispute, Purchaser and the Seller shall, within five (5) additional days, retain Coopers & ▇▇▇▇▇▇▇, L.L.P., which firm shall, within thirty (30) days of such submission, resolve such remaining dispute, and provide written notice of such resolution by facsimile, confirmed by mail, and such resolution shall be binding and conclusive. The fees and disbursements of Coopers & ▇▇▇▇▇▇▇, L.L.P. shall be borne by Purchaser in the proportion that the aggregate amount of disputed items submitted to Coopers & ▇▇▇▇▇▇▇, L.L.P. are in Seller's favor, and any of the remaining amount shall be borne by Seller. After resolving the items in dispute, Coopers & ▇▇▇▇▇▇▇, L.L.P. shall prepare and deliver financial statements for the period beginning March 1, 1998 and ending February 28, 1999, or beginning March 1, 1999 and ending February 29, 2000, as the case may be, and a certification of the NTM EBITDA or FTM EBITDA set forth therein.