Negative EBITDA Clause Samples

A Negative EBITDA clause defines the consequences or actions required if a company's earnings before interest, taxes, depreciation, and amortization (EBITDA) fall below zero. Typically, this clause may trigger certain rights for lenders or investors, such as increased reporting requirements, restrictions on further borrowing, or even the right to call a default under a loan agreement. Its core practical function is to protect stakeholders by providing early warning and remedies when a company's financial performance deteriorates significantly, thereby allocating risk and encouraging financial discipline.
Negative EBITDA. During the period from January 1, 1998 through December 31, 2000 cumulative negative EBITDA of the Borrower at the end of any fiscal quarter shall not exceed the sum of (i) $7,000,000 and (ii) an amount, not to exceed $8,000,000, which is equal to the amount by which the aggregate principal amount of unsecured Indebtedness of the Borrower to SDI outstanding at the end of such quarter (or, in the case of the quarter ending June 30, 1999, outstanding on July 31, 1999) as a result of advances by SDI in accordance with Section 6.03 (h) hereof exceeds $10,000,000; provided, that if, on any date in any fiscal quarter commencing with the fiscal quarter in which the Preliminary Acceptance Date occurs, the amount of unsecured Indebtedness to SDI outstanding in accordance with Section 6.03 (h) hereof is less than $25,000,000, the maximum amount of cumulative negative EBITDA (the EBITDA Cap") permitted by the preceding terms of this Section 6.01 (c) at the end of such quarter will be reduced by an amount equal to (A) the difference between $25,000,000 and the principal amount of such unsecured Indebtedness to SDI outstanding at the end of such quarter minus amounts by which the EBITDA Cap previously has been so reduced under this proviso divided by (B) four minus the number of fiscal quarters in which the EBITDA Cap previously has been so reduced. In the event that the amount of such unsecured Indebtedness to SDI increases subsequent to one or more such reductions to the EBITDA Cap, the amount of such increase shall be restored to the EBITDA Cap on a one-for-one basis up to the amount of such previous reductions. In no event shall the EBITSA Cap be reduced below $7,000,000.
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Negative EBITDA. From January 1, 1998 to December 31, 1998, the Borrower's cumulative negative EBITDA shall not exceed $5,000,000, and during the period from January 1, 1998 through December 31, 1999 cumulative negative EBITDA of Borrower shall not exceed $7,000,000.
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Negative EBITDA. Permit EBITDA as of the end of any Measurement Period to be less than $0.00.
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Negative EBITDA. Section 6.01(c) of the Credit Agreement is hereby amended to read in its entirety as follows:
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Negative EBITDA. UPCF agrees that negative EBITDA attributable to New Services shall not exceed Euro 50,000,000 in aggregate for the period from 30 June 1999 to 30 June 2001 unless funded by UPC by means of a new cash Subordinated Shareholder Loan or by a cash subscription for equity share capital of UPCF which Subordinated Shareholder Loan or subscription for equity share capital is made no later than 45 days after the date on which such limit was exceeded.
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Negative EBITDA. As of June 30, 2001, as of the last day of the fiscal quarter immediately preceding the quarter in which the Keep Well Period Termination Date occurs (unless the Keep Well Period Termination Date is July 1, 2002) and as of the last day of the fiscal quarter in which the Keep Well Period Termination Date occurs, cumulative negative EBITDA of the Borrower for the period from January 1, 1998 through such date shall not exceed $37,500,000.
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Negative EBITDA. Permit EBITDA as of the end of any Measurement Period to be less than $0.00. All Guaranties and other Indebtedness permitted pursuant to Sections 7.02(e), 7.02(g), and 7.02(h) shall be excluded from the calculation of this financial covenant at all times that such Indebtedness remains contingent and which are not letters of credit (including any Letters of Credit issued by the Lender) or reflected as liabilities on Borrower’s balance sheet in accordance with GAAP.
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Negative EBITDA. During the period from January 1, 1998 through the Financial Covenant Date cumulative negative EBITDA of the Borrower at the end of any fiscal quarter shall not exceed $35,000,000." (i) Indebtedness of the Borrower to SDI.
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Related to Negative EBITDA

  • 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

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

  • EBITDA The term “EBITDA” shall mean, with respect to any fiscal period, “Consolidated EBITDA” as defined in the Credit Agreement, provided that the following should also be excluded from the calculation of EBITDA to the extent not already excluded from the calculation of Consolidated EBITDA under the Credit Agreement: (i) Non-Cash Charges (as defined in the Credit Agreement) related to any issuances of equity securities; (ii) fees and expenses relating to the Acquisition; (iii) financing fees (both cash and non-cash) relating to the Acquisition; (iv) covenant-not-to-compete payments to certain members of the Company’s senior management and related expenses; (v) expenses (or any portion thereof) incurred outside of the ordinary course of business that are approved by the Board which the Board determines in its good faith discretion are in the best interest of the Company but which will have a disproportionately adverse impact on the Company’s short term financial performance, affecting the Company’s ability to achieve financial targets related to the vesting of the Class C Units under the Incentive Unit Subscription Agreements or the Company’s annual bonus plan; (vi) costs and expenses incurred in connection with evaluating and consummating acquisitions not contemplated by the Company’s annual plan, as such plan is approved by the Board in good faith; (vii) related party expenditures that are subject to the prior written consent of the Majority Executives pursuant to Section 2.3(a) of the Securityholders Agreement but have failed to receive such consent; (viii) advisors’ fees and expenses incurred outside the ordinary course of business related solely to Vestar’s activities that are unrelated to the Company; (ix) costs associated with any put option or call option contemplated by any Rollover Subscription Agreement or Incentive Unit Subscription Agreement; (x) costs associated with any proposed initial Public Offering or Sale of the Company (as such terms are defined in the Securityholders Agreement); (xi) expenses related to any litigation arising from the Acquisition; (x) management fees and costs related to the activities giving rise to such fees that are paid to, paid for or reimbursed to Vestar and its Affiliates; and (xii) material expenditures or incremental expenditures inconsistent with prior practice (to the extent that prior practice is relevant) required by Board (where Management Managers (as defined in the Securityholders Agreement) unanimously dissent) unless such expenditures are reasonably likely to result in any benefit (whether economic or non-economic) to the Company as determined by the Board in its good faith discretion.

  • 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.

  • Maximum Total Leverage Ratio The Borrower shall not permit the Total Leverage Ratio as of the last day of any four-quarter period to be greater than 4.00:1.00. Notwithstanding the foregoing: (a) for purposes of calculating the Total Leverage Ratio, until the earlier of (i) the consummation of a Specified Acquisition and (ii) termination of the acquisition agreement related to such Specified Acquisition, the Total Leverage Ratio shall not include any Indebtedness of the Borrower or the Guarantors to the extent that (x) such Indebtedness was incurred solely to finance such Specified Acquisition (and any related transactions) and the proceeds of such indebtedness are held as cash or cash equivalents in an escrow or equivalent arrangement (pending the consummation of such Specified Acquisition) and (y) such Indebtedness is redeemable or prepayable at no more than 101% of the principal amount thereof (plus accrued interest) in the event that the Specified Acquisition is not consummated; and (b) upon the Administrative Agent’s receipt of a written notice substantially in the form of Exhibit F hereto (a “Specified Acquisition Notice”), the Total Leverage Ratio as of the last day of any period for the four-quarter period beginning with the period in which such Specified Acquisition is consummated (such period in which the Specified Acquisition is consummated, the “Specified Acquisition Consummation Period”) and continuing through the fourth consecutive fiscal quarter ended immediately following the first day of the Specified Acquisition Consummation Period shall not exceed 4.50:1.00 (in lieu of the ratio set forth for such period above); provided that (i) the Borrower may deliver a Specified Acquisition Notice no more than three times during the life of this Agreement and (ii) after any Specified Acquisition Consummation Period, the Borrower must have a Total Leverage Ratio of no more than 4.00:1.00 for at least two consecutive fiscal quarters before the Borrower may elect to deliver a Specified Acquisition Notice for an additional time.