Franchise EBITDA

Franchise EBITDA. Means, for any period, net income (or net loss) realized (in accordance with GAAP) by the Franchise Division (i.e. net income or net loss achieved employing the assets, properties, liabilities and operations of the Company as of the Closing, on a stand-alone basis and without consolidating or otherwise taking into account the financial results of Capital or its Subsidiaries other than in the Franchise Division), plus the sum of the following incurred solely by or attributable solely to the... Franchise Division: (a) interest expense, (b) income tax expense, (c) depreciation expense, (d) amortization expense, (e) to the extent included in net income, non-cash, recurring charges related to equity compensation, in each case determined in accordance with GAAP for such period, and (f) to the extent included in net income, losses that result from non-recurring charges (it being understood that to the extent included in net income, gains that result from non-recurring charges shall be deducted from the Franchise EBITDA). It is intended that, with respect to subpart (f), such charges are determined in good faith and such charges relate to one-time or extraordinary events. Under no circumstances shall overhead of Capital or the Surviving Corporation or their respective Subsidiaries be allocated to the Franchise Division for purposes of calculating the Franchise EBITDA. View More