NOC EBITDA definition
NOC EBITDA means, for any 12-month period, (i) NOC’s consolidated net income or net loss, as the case may be, for such 12-month period, as determined in accordance with the Accounting Principles (as defined in the Unit Purchase Agreement), plus (ii) to the extent included as a deduction in calculating the net income or net loss, as the case may be, referred to in clause (i) above, the sum of, without duplication, all income tax expense attributable to NOC and its subsidiaries (without regard to whether such expense relates to amounts paid or payable to governmental authorities or to Emeritus), interest expense (net of interest income (including cash and non-cash items)), amortization expense and depreciation expense minus (iii) to the extent included in calculating the net income or net loss, as the case may be, referred to in clause (i) above, any and all income or gain that results from the sale of any assets or securities by NOC or any of its subsidiaries outside the ordinary course of business, consistent with past practice plus (iv) to the extent included in calculating the net income or net loss, as the case may be, referred to in clause (i) above, any and all losses that result from the sale of any assets or securities by NOC or any of its subsidiaries outside the ordinary course of business, consistent with past practice. No corporate overhead expense of Emeritus, Buyer or their respective subsidiaries or affiliates (other than NOC and its subsidiaries) attributable to NOC and its subsidiaries shall be included in the calculation of NOC EBITDA. In the event NOC and its subsidiaries acquire legal, billing or other back office services from Emeritus or its subsidiaries, such services will be acquired pursuant to a written service agreement at no higher than fair market value.
Examples of NOC EBITDA in a sentence
No corporate overhead expense of Emeritus, Buyer or their respective subsidiaries or affiliates (other than NOC and its subsidiaries) attributable to NOC and its subsidiaries shall be included in the calculation of NOC EBITDA.
The applicable NOC EBITDA multiple to be used in calculating the Unit Price according to the foregoing sentence shall be 6.
Within fifteen (15) days of Company’s receipt of the Put/Call Notice, Company shall deliver to Buyer and to the Minority Member a calculation of the applicable NOC EBITDA and Unit Price (each as described or defined in Section 4), and Company shall make available to Buyer and to the Minority Member reasonable documentation in support of such calculation.