Minimum Required EBITDA definition
Examples of Minimum Required EBITDA in a sentence
The Credit Parties shall not permit Consolidated EBITDA, determined as of any Financial Test Date, for such Reference Period corresponding to such Financial Test Date, to be less than the Minimum Required EBITDA.
To the extent the downward adjustment of Purchase Price, due to such Indebtedness and/or the shortfall against the Minimum Required EBITDA, has been deemed to exceed the determination of the accountant as set forth in this Section 2.6(c), Parent shall pay to Members an amount equal to such excess by wire transfer of immediately available funds as soon as commercially practicable and the Purchase Price shall be adjusted accordingly to reflect such determination of the accountant.
The Representative must dispute the Indebtedness and/or Adjusted Tangible Personal Property and/or Minimum Required EBITDA calculation within fifteen (15) days of receiving such calculation from Parent.
In connection with the calculations set forth in this Section 2.6, the Shareholders shall make available, or shall cause Skynet and Zylonet to make available, the Books and Records (as such term applies to Skynet and Zylonet) of Skynet and Zylonet for the purposes of calculating Indebtedness, Adjusted Tangible Assets and/or Minimum Required EBITDA.
The expenses for such accountant shall be paid for by the party whose calculation of Indebtedness and/or Tangible Personal Property and/or Minimum Required EBITDA was most different from the calculation of such third-party accountants, as determined by such third-party accountant in its reasonable discretion.
The Representative shall have the right, at its sole expense, to cause the relevant portions of the books and records of the Surviving Corporations for the relevant fiscal period to be reviewed by one independent certified public accounting firm of its choosing to verify or dispute the Indebtedness and/or Adjusted Tangible Personal Property and/or Minimum Required EBITDA amounts set forth in the Parent notice.
To the extent the downward adjustment of Merger Consideration, due to such Indebtedness and/or the shortfall against the Minimum Required EBITDA, has been deemed to exceed the determination of the accountant as set forth in this Section 2.6(c), Parent shall pay to Shareholders an amount equal to such excess by wire transfer of immediately available funds as soon as commercially practicable and the Merger Consideration shall be adjusted accordingly to reflect such determination of the accountant.
The Minimum Required EBITDA Schedule attached to the Credit Agreement is amended and, as so amended, restated in its entirety to read the same as the Minimum Required EBITDA Schedule which accompanies this Amendment.
In connection with the calculations set forth in this Section 2.6, the Members shall make available, or shall cause Buyer's Edge to make available, the Books and Records (as such term applies to Buyer's Edge) of Buyer's Edge for the purposes of calculating Indebtedness, Adjusted Tangible Personal Property and/or Minimum Required EBITDA.
The expenses for such accountant shall be paid for by the party whose calculation of Indebtedness and/or Adjusted Tangible Assets and/or Minimum Required EBITDA was most different from the calculation of such third-party accountants, as determined by such third-party accountant in its reasonable discretion.