Adjusted EBITDA Statement definition

Adjusted EBITDA Statement shall have the meaning set forth in Section 2.3(a).
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Adjusted EBITDA Statement has the meaning set forth in Section 1.1(a).
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Adjusted EBITDA Statement means, in respect of each Earn-Out Period, the statement of Adjusted EBITDA for such Earn-Out Period, to be prepared in the format set out in Part C of this Schedule 5 (Deferred Consideration) and on the basis of, and in accordance with, the Earn-Out Accounting Policies and to be agreed or determined in accordance with Part B of this Schedule 5 (Deferred Consideration);
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Examples of Adjusted EBITDA Statement in a sentence

  • Buyer shall, and shall cause its representatives (including outside auditors) to, make available to Seller, at Seller’s expense (without charge for Buyer’s or WGI’s costs) during normal business hours and following reasonable advance notice, the books, records, work papers, and personnel used or involved in the preparation of each Adjusted EBITDA Statement.

  • No later than two (2) calendar days prior to the Closing Date, the Sellers shall deliver to Purchaser the Previous Month Adjusted EBITDA Statement.

  • The Sellers may dispute the calculation of Adjusted EBITDA set forth on an Adjusted EBITDA Statement by delivering a Notice of Disagreement to Buyers within 10 days following delivery of the Adjusted EBITDA Statement.

  • Parent agrees to hold in confidence and not disclose to any Person the Adjusted EBITDA Statement and Supporting Documentation.

  • If a Pharma Insider objects in accordance with the previous sentence to the Adjusted EBITDA Statement delivered in accordance with this Section 3.01(c), the Surviving Company and the Pharma Insider shall, during the 30-day period following such objection, negotiate in good faith to reach agreement on the disputed items or amounts.

  • In making such calculations, the Dispute Accountants shall consider only those items or amounts in the Adjusted EBITDA Statement or the calculations of the Adjusted EBITDA as to which Buyer and Seller have disagreed and shall be instructed that it may not resolve any amounts in dispute such that the resolution is greater than the greatest amount proposed by the parties or less than the least amount proposed by the parties.

  • Seller shall be deemed to have accepted the Adjusted EBITDA Statement in its entirety, and to have agreed with all items and amounts contained in the Adjusted EBITDA Statement and Buyer’s calculations of the Adjusted EBITDA, if it fails to deliver such notice and explanation of any items it disputes at or before the end of such 60-day review period.

  • If Seller disagrees with Buyer’s calculation any Adjusted EBITDA Statement delivered pursuant to this Section 2.3(b), Seller may, within thirty (30) days after receipt of the Adjusted EBITDA Statement, deliver a notice to Buyer disagreeing with such calculation and setting forth the Seller’s calculation of such amount.

  • Any Notice of Disagreement delivered pursuant to this Section 2.4(d) shall specify in reasonable detail the nature and dollar amount of any disagreement so asserted and shall be delivered only if (and to the extent that) the Sellers reasonably and in good faith determine that the Adjusted EBITDA set forth on the Adjusted EBITDA Statement has not been determined in accordance with the guidelines and procedures set forth in this Agreement.

  • Hercules may dispute items reflected on the 2005 Adjusted EBITDA Statement only on the basis that such items were not arrived at conformity with the accounting principles, procedures, policies and methods that were used to prepare the Financial Statements and in conformity with Schedule 2.3(b)(ii).


More Definitions of Adjusted EBITDA Statement

Adjusted EBITDA Statement has the meaning ascribed thereto in Section 2.15(d) of this Agreement.
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Adjusted EBITDA Statement has the meaning given in clause 6.1
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Adjusted EBITDA Statement has the meaning given to it in Schedule 5 (Deferred Consideration);
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Adjusted EBITDA Statement means, in respect of each Earn-Out Period, the statement of Adjusted EBITDA for such Earn-Out Period, to be prepared in the format set out in Part C of this Schedule 5 ( Deferred Consideration ) and on the basis of, and in accordance with, the Earn-Out Accounting Policies and to be agreed or determined in accordance with Part B of this Schedule 5 ( Deferred Consideration );
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Related to Adjusted EBITDA Statement

  • Adjusted EBITDA means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication, to the extent the same was deducted in calculating Consolidated Net Income:

  • Adjusted EBIT means, for any accounting period, net income (or net loss) of NAI and its Subsidiaries (determined on a consolidated basis), plus the amounts (if any) which, in the determination of net income (or net loss) for such period, have been deducted for (a) interest expense, (b) income tax expense (c) rent expense under leases of property, and (d) Permitted Non-Cash Charges.

  • Adjusted EBITDA Margin means Adjusted EBITDA calculated as a percentage of Adjusted Revenue.

  • Consolidated Adjusted EBITDA means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

  • Adjusted Consolidated EBITDA means, with respect to the Borrower and the Subsidiaries on a consolidated basis for any period, the Consolidated Net Income of the Borrower and the Subsidiaries for such period plus