Earnout EBITDA definition

Earnout EBITDA means the earnings before interest, taxes, depreciation and amortization of Buyer, taken as a whole, during the Earnout Period, as determined in accordance with GAAP.

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Earnout EBITDA means, for an Applicable Period, the Earnout Revenue for such Applicable Period less operating and other expenses associated with such Earnout Revenue (other than interest expense, income tax expense, depreciation expense and amortization expense), all as determined in accordance with the parameters of Schedule 2.4(a)(iii).

Earnout EBITDA means Parent’s consolidated net income for the fiscal year ending on or about December 26, 2010 as set forth in Parent’s audited financial statements for such fiscal year and included in Parent’s Annual Report on Form 10-K plus, without duplication and to the extent reflected as a charge in Parent’s consolidated statements of operations for such fiscal year, the sum of (i) income tax expense (if any), interest expense (net of interest income), and depreciation and amortization expense (including amortization of intangibles), each as calculated in accordance with GAAP applied on a basis consistent with the preparation of the Company’s consolidated statements of operations for the year ended December 28, 2008, (ii) all expenses and charges incurred in connection with the transactions or series of related transactions effected in connection with the consummation of the Merger, including, but not limited to, the transactions set forth on Section 5.1(b) of the Company Disclosure Statement, and (iii) if, during fiscal 2010 Parent or any of its Subsidiaries consummates any acquisition of a business that has been approved by a majority of the independent members of Parent’s board of directors, any reasonable purchase accounting adjustments related to such acquisition that are approved by the audit committee of Parent’s board of directors; provided further however, that (A) the calculation of Earnout EBITDA must be certified to Parent’s audit committee by Parent’s chief financial officer, (B) before any shares are issued pursuant to Section 2.11(c) hereof, Parent’s independent registered public accountants must certify to Parent’s audit committee that they reviewed the calculation of Earnout EBITDA and do not have any disagreement with any of the adjustments reflected in the preceding clauses (i), (ii) and (iii) hereof, and (C) Parent shall engage Parent’s independent registered public accountants to provide the certification contemplated by the preceding clause (B).

Examples of Earnout EBITDA in a sentence

• In the event that the 2011 Earn-out EBITDA is less than the Second Target but greater than $32,000,000, then the Initial Members and JDI (pro rata in accordance with their Earn-Out Sharing Percentages) shall be entitled to receive a corresponding proportionate percentage of the Second Earn-Out equal to the adjusted EBITDA earned for the applicable year in excess of $32,000,000 divided by $13,000,000.

• In the event that the 2010 Earn-out EBITDA is less than the First Target but greater than $23,000,000, then the Initial Members and JDI (pro rata in accordance with their Earn-Out Sharing Percentages) shall be entitled to receive a corresponding proportionate percentage of the First Earn-Out equal to the adjusted EBITDA earned for the applicable year in excess of $23,000,000 divided by $4,000,000.

• The failure of the Seller to deliver an Earnout Objection Notice within the thirty (30) day period hereinabove provided shall constitute the acceptance by the Seller of the Earnout EBITDA and the amount of Earnout Consideration set forth in the Earnout Notice whereupon such amounts shall be final, binding and conclusive for all purposes hereunder.

• Subject to the reimbursement provided in the next sentence, each party shall bear its own expenses and the fees and expenses of its own Representatives, including its independent accountants, in connection with the preparation, review, dispute (if any) and final determination of the amount of Earnout EBITDA for the applicable Earnout Period and the Earnout Consideration calculated therefrom.

• In the calculation of the Earnout, EBITDA will be reduced by management salaries, but EBITDA will not be reduced by any contractual or discretionary bonus provided to management or by any corporate management expense paid by LRA-CA to the Parent or any Affiliate.

More Definitions of Earnout EBITDA

Earnout EBITDA means either the 2014 Earnout EBITDA or the 2015 Earnout EBITDA, as the case may be.

Earnout EBITDA shall refer to either the 2007 Earnout EBITDA or the 2008 Earnout EBITDA as determined in accordance with Schedule 1.9 hereof.

Earnout EBITDA means an amount equal to the “EBITDA” line item on the income statement constituting a part of the final Earnout Statement; provided, however, that, for purposes of this Agreement, such line item shall be adjusted (a) to exclude (i) the portion of the premium for the Environmental Insurance Policy payable or paid by the Company, and (ii) any management fees paid by the Company to any Affiliate of the Company, and (b) as described in the attached Exhibit B.

Earnout EBITDA means the aggregate facility-level EBITDA of the eight facilities of the Business for the Earnout Period, calculated (i) in accordance with GAAP and (ii) in a manner consistent with the sample calculation of Earnout EBITDA (using the aggregate facility-level EBITDA for the twelve months ending December 31, 2014 attached as Schedule 8.1(a).

Earnout EBITDA means, for an Applicable Period, the Earnout Revenue for such Applicable Periodless operating and other expenses associated with such Earnout Revenue (other than interest expense, income tax expense, depreciation expense and amortization expense), all as determined in accordance with the parameters of Schedule 2.4(a)(iii).

Earnout EBITDA means the EBITDA of Parent for the relevant period, excluding any expenses incurred in connection with the transactions contemplated by this Agreement and excluding any EBITDA contributions from, and any corresponding costs, including acquisition costs, associated with, any acquisitions consummated by Parent or any of its Subsidiaries subsequent to the Closing Date.

Earnout EBITDA means the following for the applicable Earnout Year: The Company’s consolidated net income (calculated in accordance with GAAP) plus interest expense, income tax expense, depreciation and amortization, gains or losses on the disposition of depreciated property (including gains or losses on change in control), impairment write-downs of depreciated property and of investments in unconsolidated Affiliates caused by a decrease in the value of depreciated property or the Affiliate, and adjustments to reflect the Company’s share of EBITDAre of unconsolidated Affiliates, shall be equal to the Company’s “EBITDAre” for such applicable Earnout Year. Adjusted EBITDAre shall then be calculated as the Company’s EBITDAre, plus to the extent the following adjustments (each of which, for the avoidance of doubt, can be a positive or negative number) occurred during the periods presented (and solely to the extent such adjustments are not already captured in the Company’s EBITDAre calculation):