Preparation of Annual Income Statement; Computation of EBITDA Sample Clauses

Preparation of Annual Income Statement; Computation of EBITDA. As promptly as practicable after the end of each of the fiscal years ended December 31, 2001, 2002 and 2003, Buyer will prepare an income statement of the Business on a consolidated basis for such fiscal year (the "Annual Income Statement"). The Annual Income Statement shall be audited by Buyer's accountants, for the purpose of certifying the Annual Income Statement in accordance with the terms of this Agreement. The Annual Income Statement shall (A) fairly present the results of operations of the Business on a consolidated basis for the relevant fiscal year, (B) be prepared in accordance with GAAP, provided that to the extent consistent with GAAP, all accounting principles (including all practices and valuation and estimation methodologies) historically used by the Business, shall be used in connection with the determination of the Annual Income Statement (before the effect of any "purchase accounting" adjustments made as a result of the acquisition of the Business pursuant to the transactions contemplated hereby, including asset write-ups and related depreciation revisions and reserves recorded), and (C) reflect a determination of EBITDA for such fiscal year, the 2001 Earnout Amount, the 2002 Earnout Amount, and the 2003 Earnout Amount (each as defined below), as applicable, computed in accordance with the provisions of this Section 1(f). In this connection, after the Closing Date, Buyer, its successors and assigns shall grant Seller reasonable access to and permit Seller to copy the documents, records and files of the Business related to the computation of EBITDA during reasonable business hours and will cause Buyer's independent accountants to grant Seller access to such accountants' audit work papers related to the audit of the Annual Income Statement, subject to Seller agreeing to reasonable confidentiality restrictions and to providing such assurances, releases, indemnities or other agreements as accountants may customarily require in such circumstances.
Sample 1
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Related to Preparation of Annual Income Statement; Computation of EBITDA

  • Fiscal Year; Fiscal Quarter The Borrower shall not change its fiscal year or any of its fiscal quarters, without the Administrative Agent’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

  • Fiscal Year and Accounting Method The fiscal year of the Company shall be as designated by the Board of Directors. The Board of Directors shall also determine the accounting method to be used by the Company.

  • Accounting Terms; GAAP; Pro Forma Calculations (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.

  • Fiscal Year; Accounting In the case of the Borrower, cause its fiscal year to end on December 31.

  • End of Fiscal Years; Fiscal Quarters The Borrower will cause (i) each of its fiscal years to end on December 31 of each year and (ii) its fiscal quarters to end on March 31, June 30, September 30 and December 31, respectively, of each year.

  • Fiscal Year and Accounting Methods Borrower may not and may not permit any Company to change its fiscal year or its method of accounting (other than immaterial changes in methods or as required or permitted by GAAP).

  • Annual Accounting Period The annual accounting period of the Company shall be its taxable year. The Company’s taxable year shall be selected by the Member, subject to the requirements and limitations of the Code.

  • Adjusted EBITDA The 2019 adjusted EBITDA for the Affiliated Club Sellers shall total an aggregate of not less than $10,700,000.

  • Statements of Reconciliation after Change in Accounting Principles If, as a result of any change in accounting principles and policies from those used in the preparation of the Historical Financial Statements, the consolidated financial statements of Holdings and its Subsidiaries delivered pursuant to Section 5.1(b) or 5.1(c) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation for all such prior financial statements in form and substance satisfactory to Administrative Agent;

  • Payment and Year-End Adjustment Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense Limit.

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