EBITDA Calculation definition
Examples of EBITDA Calculation in a sentence
The EBITDA Calculation has been provided to and reviewed by the accountants for Buyer.
The calculation of EBITDA previously --------------------- delivered to RCI, through the period ended May 31, 2000, was prepared in accordance with the principles and procedures employed in prior periods by Seller, consistently applied with the principles and procedures employed in prior periods by Seller (the "EBITDA Calculation").
Since the EBITDA Calculation Date, ----------------------------- there has been no material adverse change in the business or the assets of Password or in the financial condition, or operations of the business of Password.
If Seller timely deliver an EBITDA Calculation Objection Notice, Buyer and Seller shall negotiate in good faith to resolve the disputed items and agree upon the Six-Month Anniversary EBITDA.
The Resolution Firm’s engagement shall be solely limited to determining the Final 2006 EBITDA Calculation and, if applicable, the Retained Working Capital Calculation.
The EBITDA Calculation shall be made by Employer’s independent auditors using the same accounting principles, practices and methodologies, consistently applied, that were used to prepare the Year End Audited Financial Statements for 2006.
For the avoidance of doubt, notwithstanding anything contained herein to the contrary, in the event that the payment made pursuant to Section 2.15(b) was equal to the Earn-Out Cap, Parent shall have no obligation to deliver the 2023 Adjusted EBITDA Calculation and no subsequent adjustment shall be made pursuant to Section 2.16(d).
If Purchaser objects to the Final 2006 EBITDA Calculation, Seller and Purchaser shall confer in good faith for a period of up to fifteen (15) days following Seller’s receipt of Purchaser’s EBITDA Objection (the “EBITDA Resolution Period”) to attempt to reach agreement regarding such calculation.
For each year or partial year referenced above in this Section 4(e)(an “EBITDA Period”), Employer shall prepare and deliver to Executive its calculation of the EBITDA of Employer (an “EBITDA Calculation”) for the applicable EBITDA Period, together with a notice setting forth whether, based on such EBITDA Calculation, Executive is entitled to the EBITDA Bonus for such EBITDA Period.
If Seller and Purchaser reach agreement during the Estimate Resolution Period, the Purchase Price will be adjusted as set forth in Section 3.3.1 based on the agreed upon 2006 EBITDA Calculation.