Run-Rate EBITDA definition

Run-Rate EBITDA as set forth in footnote 3 of “Summary— Summary Historical and As Adjusted Financial Information” contained in the Offering Memorandum applied in good faith to the extent such adjustments continue to be applicable during the period in which Consolidated EBITDA is being calculated; and

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Run-Rate EBITDA means, for all locations that have first achieved Profitability in the trailing twelve-month period ended on the date of such measurement, and maintained Continued Profitability, Consolidated EBITDA attributable to such locations for such period, determined after (i) shifting the first month of positive Consolidated EBITDA to the first month of such period and shifting each subsequent month in a similar manner (i.e., shifting the second month of positive Consolidated EBITDA to the second month of such period, etc.) until each month of actual results for such period have been exhausted, and (ii) deeming Consolidated EBITDA for each other month of such period to be the average of Consolidated EBITDA for the months described in clause (i) above.

Run-Rate EBITDA means, (i) Aggregate Fee-Related Revenue, minus (ii) Run-Rate Expenses. An illustrative computation of Run-Rate EBITDA is set forth on Exhibit B.

Examples of Run-Rate EBITDA in a sentence

Except for errors in calculation, all determinations of the Accounting Expert with respect to the Run-Rate EBITDA Statement shall be final, conclusive and binding on the Wafra Representative and the Digital Colony Representative, and neither the Wafra Representative nor the Digital Colony Representative shall have the right to appeal such determinations absent fraud or manifest error.
During the Dispute Period, the Wafra Representative shall have the right to review, access and, request information with respect to the determination of Proposed Run-Rate EBITDA, and CCOC shall provide and shall cause DCMH to provide reasonable access (upon reasonable advance notice and during normal business hours) to such employees, books, records, financial statements, and independent auditors to the extent reasonably related to the Wafra Representative’s review of the Run-Rate EBITDA Statement.
For avoidance of doubt, the charges under the Capital Leases will not be included in the calculation of UPC France Run-Rate EBITDA.
That the Noos Run-Rate EBITDA of the Business as at Closing as demonstrated by the Management Financial Reports is no less than EUR 70 million.

More Definitions of Run-Rate EBITDA

Run-Rate EBITDA means, for any period, Property Level EBITDA (including Qualified Hotel Properties only) for such period less the Annualized Corporate Overhead Amount for such period.

Run-Rate EBITDA means, as of any date on which any Indebtedness or Lien is incurred or any Restricted Payment or Permitted Investment is made, as the case may be, Consolidated EBITDA for the most recent four consecutive fiscal quarters ended immediately prior to such determination date for which internal consolidated financial statements of the Company are available.