Audited EBITDA definition

Audited EBITDA means the Company’s earnings before interest, taxes, depreciation and amortization for a full fiscal year that has been calculated solely and directly from the Company’s audited financial statements.
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Audited EBITDA has the meaning set forth in SECTION 3.2(B).
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Audited EBITDA means EBITDA for the Diversey Business for the twelve-month period ended December 31, 2016, as derived from the Audited Financial Statements and as finally determined in accordance with Section 2.8(b)
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Examples of Audited EBITDA in a sentence

  • If Buyer either gives notice that it agrees with SEE’s calculation of the Preliminary Audited EBITDA or fails to deliver an EBITDA Dispute Notice within the EBITDA Review Period, SEE and Buyer agree that the Preliminary Audited EBITDA shall be the final Audited EBITDA.

  • So long as the PCF Investors collectively beneficially own, in the aggregate, at least fifty percent (50%) of the total number of Initially Issued Shares, without the approval of the Majority PCF Investors, the Company shall not, and shall cause its subsidiaries not to, incur any additional indebtedness for borrowed money that would result in the Company’s and its subsidiaries’ aggregate indebtedness exceeding an amount equal to seven times (7x) the most recent Audited EBITDA.

  • If Buyer disagrees with SEE’s calculation of the Preliminary Audited EBITDA, Buyer shall, no later than thirty (30) days after receiving the Preliminary Audited EBITDA (the “ EBITDA Review Period”), deliver to SEE written notice specifying those items or amounts as to which Buyer disagrees, together with Buyer’s determination of such disputed items and amounts and a reasonably detailed description for the basis of such disagreement (a “EBITDA Dispute Notice”).

  • Notwithstanding anything to the contrary contained in this Agreement, in the event that 2004 Audited EBITDA is below $2,044,000, the Merger Consideration shall be reduced by (i) the amount by which the 2004 Audited EBITDA is below $2,044,000, multiplied by (ii) ten (the "EBITDA Adjustment").

  • The determination by the Accounting Firm of the Final Audited EBITDA will be binding and conclusive on Buyer and SEE, absent manifest error.

  • During the EBITDA Review Period, SEE shall promptly provide Buyer with any reasonable documentation and other information requested in connection with Buyer’s review of the Preliminary Audited EBITDA.

  • The Audited EBITDA shall be used to recalculate the Adjusted Base Salary and Bonus.

  • CORPORATE GOVERNANCE Details of the Company’s corporate governance practice are set out in the “Corporate Governance Report” section to the annual report.

  • The -------------- Audited EBITDA shall be prepared in accordance with GAAP.

  • Buyer agrees to pay to the Seller for the Assets and the Seller agrees to accept from Buyer as the base purchase price for the Assets (the "Base Purchase Price"), the amount equal to nine (9) times the average of the EBITDA (as hereinafter defined) derived from the audited financial statements (the "Audited EBITDA") of the Business for the fiscal years ending December 31, 2000 and December 31, 2001.


More Definitions of Audited EBITDA

Audited EBITDA means the cumulative EBITDA of the Company during the Earnout Period.
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Audited EBITDA means operating income plus depreciation expense.
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Audited EBITDA means the actual EBITDA as determined after each Fiscal Year in accordance with GAAP.
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Audited EBITDA means the earnings before interest, taxes, depreciation and amortization for the twelve month period ending on December 31, 2007 as derived from the Audited Financial Statements.
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Audited EBITDA means, for any period, Consolidated EBITDA (as defined in the Credit Agreement) for such period plus any amount paid by the Company as Performance Bonuses or Bonus Advances pursuant to the Plan included in the determination of Consolidated EBITDA, as determined based upon the Parent's audited consolidated financial statements such period, calculated in accordance with generally accepted accounting principles, consistently applied.
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Audited EBITDA has the meaning set forth in Section 2.1(f)(iii) hereof.
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Related to Audited EBITDA

  • Adjusted EBITDA means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication, to the extent the same was deducted in calculating Consolidated Net Income:

  • Consolidated EBITDA means, for any period, the Consolidated Net Income for such period, plus:

  • EBITDA means earnings before interest, taxes, depreciation and amortization.

  • Consolidated EBITDAR means, for any period, Consolidated EBITDA for such period plus, to the extent deducted in determining Consolidated EBITDA for such period, Consolidated Rental Expense.

  • Consolidated EBITDAX for any period means, without duplication, the Consolidated Net Income for such period, plus the following, without duplication and to the extent deducted (and not added back) in calculating such Consolidated Net Income:

  • Adjusted EBIT means, for any accounting period, net income (or net loss) of NAI and its Subsidiaries (determined on a consolidated basis), plus the amounts (if any) which, in the determination of net income (or net loss) for such period, have been deducted for (a) interest expense, (b) income tax expense (c) rent expense under leases of property, and (d) Permitted Non-Cash Charges.

  • Consolidated EBITR means, for the Borrower and its Subsidiaries for any period, an amount equal to the sum of (i) Consolidated Net Income for such period, plus (ii) to the extent deducted in determining the Consolidated Net Income for such period (x) Consolidated Interest Expense, (y) income tax expense, and (z) Consolidated Rent Expense, in each case determined on a consolidated basis in accordance with GAAP.

  • Consolidated Adjusted EBITDA means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

  • Combined EBITDA means, for any period, Economic Net Income less, without duplication and to the extent otherwise included in Economic Net Income, (a) (i) performance fees and allocations (other than Realized Incentive Carry and Realized Incentive Fees), (ii) investment income and (iii) non-recurring gains plus, without duplication (including with respect to any item already added back to Combined Segment Net Income in calculating Economic Net Income) and to the extent deducted in arriving at Economic Net Income, (b) (i) depreciation and amortization, (ii) interest expense, (iii) if positive, equity-based compensation, (iv) carry plan compensation expense and minority interests in performance fees, (v) expenses and charges relating to equity or debt offerings, acquisitions, investments and dispositions, (vi) non-recurring expenses, losses and charges, (vii) non-cash expenses and charges and (viii) Realized Incentive Fees; provided that any cash payment made with respect to any non-cash expenses or charges added back in computing Combined EBITDA for any earlier period pursuant to this clause (vii) shall be subtracted in computing Combined EBITDA for the period in which such cash payment is made (in the case of clauses (a)(i), (a)(ii) and (b)(iv), whether positive or negative), in each case determined on a combined segment basis for the Guarantors and Subsidiaries in accordance with GAAP. For purposes of calculating Combined EBITDA for any period of four consecutive fiscal quarters (each, a “Reference Period”), if at any time during such Reference Period (and after the Effective Date) a Guarantor or any of the Subsidiaries shall have made any Material Acquisition or Material Disposition (each as defined below), the Combined EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto as if such Material Acquisition or Material Disposition occurred on the first day of such Reference Period. For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma

  • Adjusted Consolidated EBITDA means, with respect to the Borrower and the Subsidiaries on a consolidated basis for any period, the Consolidated Net Income of the Borrower and the Subsidiaries for such period plus

  • Consolidated EBIT means, for any period, the Consolidated Net Income for such period, before interest expense and provision for taxes based on income and without giving effect to any extraordinary gains or losses or gains or losses from sales of assets other than inventory sold in the ordinary course of business.

  • TTM EBITDA means, as of any date of determination, EBITDA of Borrower determined on a consolidated basis in accordance with GAAP, for the 12 month period most recently ended.

  • LTM EBITDA means Consolidated EBITDA of the Company measured for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which consolidated financial statements of the Company are available, in each case with such pro forma adjustments giving effect to such Indebtedness, acquisition or Investment, as applicable, since the start of such four quarter period and as are consistent with the pro forma adjustments set forth in the definition of “Fixed Charge Coverage Ratio.”

  • Annualized Consolidated EBITDA means, for any quarter, the product of Consolidated EBITDA for such period of time multiplied by four (4).

  • Adjusted EBITDA Margin means Adjusted EBITDA divided by operating revenue;

  • Pro Forma Adjusted EBITDA shall have the meaning assigned to such term in Section 3.05(a).

  • Pro Forma EBITDA means, for any period, the Consolidated EBITDA of the Issuer and the Restricted Subsidiaries, provided that for the purposes of calculating Pro Forma EBITDA for such period, if, as of such date of determination:

  • Acquired EBITDA means, with respect to any Acquired Entity or Business or any Converted Restricted Subsidiary for any period, the amount for such period of Consolidated EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary, as applicable, all as determined on a consolidated basis for such Acquired Entity or Business or Converted Restricted Subsidiary, as applicable.

  • Annualized EBITDA means, for the four consecutive quarters ending on each Reporting Date, the Operating Partnership’s Pro Rata Share (as defined below) of earnings before interest, taxes, depreciation and amortization (“EBITDA”), with other adjustments as are necessary to exclude the effect of all realized or unrealized gains and losses related to hedging obligations, items classified as extraordinary items and impairment charges in accordance with generally accepted accounting principles, adjusted to reflect the assumption that (i) any EBITDA related to any assets acquired or placed in service since the first day of such four-quarter period had been earned, on an annualized basis, from the beginning of such period, and (ii) any assets disposed of during such four-quarter period had been disposed of as of the first day of such period and no EBITDA related to such assets had been earned during such period.

  • Disposed EBITDA means, with respect to any Sold Entity or Business or any Converted Unrestricted Subsidiary for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business or such Converted Unrestricted Subsidiary, all as determined on a consolidated basis for such Sold Entity or Business or such Converted Unrestricted Subsidiary.

  • Cumulative EBITDA means, as of any date of determination, EBITDA of the Company from the Existing Notes Issue Date to the end of the Company’s most recently ended full fiscal quarter prior to such date, taken as a single accounting period.

  • Consolidated Total Debt to Consolidated EBITDA Ratio means, as of any date of determination, the ratio of (a) Consolidated Total Debt as of the last day of the relevant Test Period to (b) Consolidated EBITDA for such Test Period.

  • EBITDAX means, for any period, the sum of Consolidated Net Income for such period plus the following expenses or charges to the extent deducted from Consolidated Net Income in such period: interest, income taxes, depreciation, depletion, amortization, exploration expenses and other similar noncash charges, minus all noncash income added to Consolidated Net Income.

  • Audited financial statement means a financial statement audited by an outside accounting firm.

  • EBITDA Coverage Ratio defined as EBITDA divided by the aggregate of total interest expense plus the prior period current maturity of long-term debt and the prior period current maturity of subordinated debt.

  • Target EBITDA means, for each fiscal year, the EBITDA set forth in the operating budget of the Company, as approved by the Board, for the particular year.