Definition of Adjusted EBITDA Clause Samples

The Definition of Adjusted EBITDA clause establishes a specific calculation method for determining a company's earnings before interest, taxes, depreciation, and amortization, with certain adjustments. This clause typically outlines which items are to be excluded or included in the calculation, such as non-recurring expenses, restructuring costs, or other specified adjustments, to provide a normalized measure of operating performance. Its core practical function is to ensure consistency and clarity in financial reporting and analysis, thereby preventing disputes over financial metrics used in agreements like loan covenants or acquisition contracts.
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Definition of Adjusted EBITDA. Adjusted EBITDA shall mean the Company’s earnings before interest, taxes, depreciation and amortization, as reflected in the Company’s financials, adjusted to exclude the impact of (a) loss on impairment of tangible or intangible assets; (b) gain or loss on disposal of assets; (c) gain or loss from the early extinguishment, redemption or repurchase of debt, and (d) stock-based compensation expense. “Adjusted EBITDA” will also be adjusted to exclude (i) the impact of any changes to accounting principles that become effective during the Performance Period, (ii) any expenses incurred by the Company in connection with the Company’s evaluation, pursuit or consummation of one or more strategic alternatives or transactions (which such expenses are considered to be incurred in connection with extraordinary, unusual or infrequently occurring events reported in the Company’s public filings), and (iii) any expenses incurred by the Company in connection with the relocation of its corporate headquarters and distribution center facilities (which such expenses are considered to be incurred in connection with extraordinary, unusual or infrequently occurring events reported in the Company’s public filings). Additionally, the Committee reserves the right, in its sole judgment, to utilize negative discretion to make equitable adjustments to Adjusted EBITDA with respect to extraordinary, unusual or infrequently occurring events and/or acquisitions or dispositions by the Company of any entity or line of business (or acquisitions or dispositions of all or substantially all of the assets of an entity or line of business) that occur during the Performance Period.
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Definition of Adjusted EBITDA. “Adjusted EBITDA” means net income (loss) before (a) income taxes, (b) homebuilding interest expense, (c) expensing of previously capitalized interest included in cost of sales, (d) expensing of previously capitalized interest included in income (loss) from unconsolidated joint ventures, (e) impairment charges, (f) restructuring charges, (g) (gain) loss on early extinguishment of debt, (h) depreciation and amortization, (i) amortization of stock-based compensation, and (j) cash incentive compensation expense, but after the amortization of impairments recorded subsequent to December 31, 2008. For purposes of calculating the amortization of impairments, the remaining unamortized portion of impairments as of December 31, 2009 that were recorded during 2009, as well as any additional impairments recorded after December 31, 2009, will be straight-lined over the two fiscal years ended December 31, 2011. Notwithstanding the foregoing, the Compensation Committee of the Board of Directors, in its sole discretion, shall have the ability to reduce the calculated amount of Adjusted EBITDA by accelerating all or a portion of the impairment amortization currently anticipated to be amortized during the year ended December 31, 2011 into the year ended December 31, 2010.
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Definition of Adjusted EBITDA. For purposes of this Agreement, “Adjusted EBITDA” means EBITDA as adjusted for bonus and equity expense and certain other unusual or non-recurring items (including, but not limited to, unplanned and significant costs related to litigation, claim judgements, settlements or proxy contests). Such adjustments for unusual or non-recurring items must have also been approved as adjustments by the Committee for the calculation of bonuses under management’s annual cash incentive program for the fiscal year under which Adjusted EBITDA is being calculated for this Agreement. ​ ​ ​ ​ (1) Payouts between performance levels will be determined based on straight line interpolation.
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Definition of Adjusted EBITDA. “Adjusted EBITDA” means net income (loss) before (a) income taxes, (b) homebuilding interest expense, (c) expensing of previously capitalized interest included in cost of sales, (d) expensing of previously capitalized interest included in income (loss) from unconsolidated joint ventures, (e) impairment charges, (f) restructuring charges, (g) (gain) loss on early extinguishment of debt, (h) depreciation and amortization, (i) amortization of stock-based compensation, and (j) cash incentive compensation expense, but after the amortization of impairments recorded subsequent to December 31, 2010, less $10.085 million (representing all remaining unamortized impairments for periods ending on or prior to December 31, 2010). For purposes of calculating the amortization of impairments recorded subsequent to December 31, 2010, any such impairments will be straight-lined over the two fiscal years ended December 31, 2011 and 2012.
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Definition of Adjusted EBITDA. For purposes hereof, the term “Adjusted EBITDA” shall mean, for any applicable period, the Company’s net income plus taxes plus interest plus depreciation and amortization plus options expense plus new equipment start up plus $1,100 per new store plus non-capitalized chiller freight plus loss on disposal of equipment, as calculated in good faith by the Committee, all as determined in accordance with U.S. generally accepted accounting principles consistently applied with the Company’s customary public reporting practices. In connection with any Adjusted EBITDA determination required hereunder, the Committee may exclude, or adjust to reflect, the impact of any event or occurrence that the Committee determines in its good-faith discretion and uniformly applies to all participants under the Plan, should be appropriately excluded or adjusted, including (A) restructurings, discontinued operations, extraordinary items or events (including add-on acquisitions and divestitures), and other unusual or non-recurring charges (including expenses incurred with acquisitions and divestitures, and expenses associated with compensatory equity grants), (B) an event either not directly related to the operations of the Company or not within the reasonable control of the Company’s management, (C) losses incurred as a result of any goodwill impairment, or (D) a change in tax law or accounting standards required by U.S. generally accepted accounting principles.
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Definition of Adjusted EBITDA. Adjusted EBITDA shall be determined pursuant to Section 2(a) below, as adjusted pursuant to Section 2(b) below, including with respect to any transition/transformation related expenses described in Section 2(c) below. Any capitalized terms used below but not defined in the Plan or the Agreement have the meanings ascribed to such terms under generally accepted accounting principles in the United States of America, as in effect from time to time, as interpreted by the Committee in good faith pursuant to its authority under Section 3.1 of the Plan. (a) Reported EBITDA consists of the following: Consolidated Net Earnings (Loss) of the Company • The Net Earnings of any Subsidiary, or other entity that is accounted for by the equity method of accounting shall be excluded; provided that, to the extent not previously included, Consolidated Net Earnings shall be increased by the amount of any dividends or distributions paid in cash to the Company or its Subsidiaries; • The cumulative effect of a change in accounting principles shall be excluded; • Any extraordinary or non-recurring gains, losses or charges, together with any related provision for taxes on such gain, loss or charge shall be excluded; Add the consolidated Provision (Benefit) for Income Taxes Add consolidated Interest Expense Exclude Consolidated Interest Income Add consolidated Depreciation and Amortization Expense including amortization of the fair value allocated to inventory from either fresh-start or purchase accounting (b) Adjustments to Reported EBITDA are, without duplication, as follows: • Any non-cash charges relating to employee benefit or other management compensation plans of Nortek and its Subsidiaries for the benefit of members of the Board of Directors of Nortek (in their capacity as such) or employees of Nortek and its Subsidiaries, or any non-cash compensation charge arising from any grant of stock, stock options or other equity-based awards of Nortek (excluding in each case any non-cash charge to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense incurred in a prior period) in each case, to the extent that such non-cash charges are deducted in computing such Consolidated Net earnings shall be excluded; • Any non-cash goodwill, other impairment charges or non-cash charges relating to the amortization of intangibles, in each case, in accordance with GAAP shall be excluded; • Any increase in cost of sa...
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Definition of Adjusted EBITDA. Section 1.1 of the Agreement is amended to read in its entirety as follows:
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Related to Definition of Adjusted EBITDA

  • Minimum Adjusted EBITDA Borrower shall maintain a minimum trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), as of such test date, of at least the greater of (a) $75,000,000 and (b) an amount equal to 75% of the trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), for the immediately preceding six-month period, tested semi-annually, commencing September 30, 2024, and continuing on each subsequent March 31 and September 30.

  • Adjusted EBITDA The 2019 adjusted EBITDA for the Affiliated Club Sellers shall total an aggregate of not less than $10,700,000.

  • Minimum Consolidated EBITDA The Borrower will not permit Modified Consolidated EBITDA, for any Test Period ending at the end of any fiscal quarter of the Borrower set forth below, to be less than the amount set forth opposite such fiscal quarter: Fiscal Quarter Amount September 30, 1997 $36,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,000

  • Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement Except as otherwise expressly provided in this Agreement, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other information required to be delivered by Company to Lenders pursuant to clauses (ii), (iii) and (xii) of subsection 6.1 shall be prepared in accordance with GAAP as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in subsection 6.1(v)). Calculations in connection with the definitions, covenants and other provisions of this Agreement shall utilize GAAP as in effect on the date of determination, applied in a manner consistent with that used in preparing the financial statements referred to in subsection 5.3. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and Company, Administrative Agent or Requisite Lenders shall so request, Administrative Agent, Lenders and Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of Requisite Lenders), provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and Company shall provide to Administrative Agent and Lenders reconciliation statements provided for in subsection 6.1(v).

  • Consolidated EBITDA With respect to any period, an amount equal to the EBITDA of Borrower and its Subsidiaries for such period determined on a Consolidated basis.