Common use of Connection Income Taxes Clause in Contracts

Connection Income Taxes. Other Connection Taxes that are imposed on or measured by net income (however denominated), or are franchise or branch profits Taxes. Consolidated Net Income: as of any date for the applicable period ending on such date with respect to the Borrower and the Subsidiaries on a consolidated basis, net income (or loss) (excluding, without duplication, (i) extraordinary items, (ii) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Borrower or any Subsidiary (except to the extent required for any calculation of EBITDA on a Pro Forma Basis), (iii) any out of period restoration (or diminution) of income of any contingent reserve, and related tax effect in accordance with GAAP, and (iv) the cumulative effect of a change in accounting principles during such period) as determined in accordance with GAAP. Consolidated Working Capital: at any date, the excess of (a) the sum of (i) all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Borrower and the Subsidiaries at such date and (ii) long-term accounts receivable over (b) the sum of (i) all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the Borrower and the Subsidiaries on such date and (ii) long-term deferred revenue, but excluding, without duplication, (1) the current portion of any Funded Debt, (2) all Debt consisting of Revolver Loans and LC Obligations (as such terms (or analogous terms) are defined in the ABL Credit Agreement) to the extent otherwise included therein, (3) the current portion of interest, (4) the current portion of current and deferred income taxes, (5) the current portion of any Capital Leases and (6) deferred revenue arising from cash receipts that are earmarked for specific projects. In all events, the effects of purchase accounting shall be excluded.

Connection Income Taxes. Other Connection Taxes that are imposed on or measured by net income (however denominated), or are franchise or branch profits Taxes. Consolidated EBITDA: for any period, (a) Consolidated Net Income: Income for such period plus (b) to the extent deducted in determining Consolidated Net Income for such period, but without duplication, the aggregate amount of (i) non-cash expense relating to stock compensation; (ii) depreciation and amortization expense, (iii) Consolidated Interest Expense, (iv) foreign, federal, state and local income taxes, (v) extraordinary losses, (vi) equity in losses of unconsolidated Subsidiaries and Affiliates, (vii) accruals for long-term deferred compensation (net of cash payments of deferred compensation accrued in prior periods), (viii) losses from minority interests in Affiliates, (ix) non-cash charges and expenses incurred outside of the Ordinary Course of Business (including the cumulative effect of any Accounting Changes but excluding any non-cash charge that relates to the write-down or write-off of Accounts or Inventory and, following the PP&E Component Implementation Date, Equipment and Real Estate), provided, that if any such non-cash charges or expenses represent(s) an accrual or reserve for potential cash items in any future period the cash payment thereof in such future period shall be subtracted from Consolidated EBITDA during such period, (x) non-cash expenses relating to the xxxx to market provision for derivative instruments, (xi) cash receipts related to the termination of any derivative instrument that, as of any date for the applicable period ending on end of the prior period, had a net gain since the inception of such date with respect derivative instrument and (xii) cash dividends or distributions received from joint ventures in which U.S. Borrowers directly or indirectly own a minority interest minus (c) to the Borrower and the Subsidiaries on a consolidated basisextent included in determining Consolidated Net Income for such period, net income (or loss) (excluding, but without duplication, (i) extraordinary itemsnon-cash income relating to stock compensation, (ii) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Borrower or any Subsidiary (except to the extent required for any calculation of EBITDA on a Pro Forma Basis)extraordinary gains, (iii) any out equity in earnings of period restoration (or diminution) of income of any contingent reserveunconsolidated Subsidiaries and Affiliates for such period, and related tax effect in accordance with GAAP, and (iv) income from minority interests in Affiliates (other than cash dividends or distributions received from joint ventures in which Parent directly or indirectly owns a minority interest), (v) non-cash gains outside of the Ordinary Course of Business (including the cumulative effect of a change in accounting principles during such periodany Accounting Changes), (vi) non-cash income relating to the xxxx to market provision for derivative instruments, and (vii) cash payments related to the termination of any derivative instrument that, as determined in accordance with GAAP. Consolidated Working Capital: at any date, the excess of (a) the sum of (i) all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Borrower and the Subsidiaries at such date and (ii) long-term accounts receivable over (b) the sum of (i) all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet end of the Borrower and prior period, had a net loss since the Subsidiaries on inception of such date and (ii) long-term deferred revenue, but excluding, without duplication, (1) the current portion of any Funded Debt, (2) all Debt consisting of Revolver Loans and LC Obligations (as such terms (or analogous terms) are defined in the ABL Credit Agreement) to the extent otherwise included therein, (3) the current portion of interest, (4) the current portion of current and deferred income taxes, (5) the current portion of any Capital Leases and (6) deferred revenue arising from cash receipts that are earmarked for specific projects. In all events, the effects of purchase accounting shall be excludedderivative instrument.

Connection Income Taxes. Other Connection Taxes that are imposed on on, or measured by by, net income (however denominated), ) or are franchise or branch profits Taxes. Consolidated EBITDA: for any period, (a) Consolidated Net Income: Income for such period plus (b) to the extent deducted in determining Consolidated Net Income for such period, but without duplication, the aggregate amount of (i) non-cash expense relating to stock compensation, (ii) depreciation and amortization expense, (iii) Consolidated Interest Expense, (iv) foreign, federal, state and local income taxes, (v) extraordinary losses, (vi) equity in losses of unconsolidated Restricted Subsidiaries and Affiliates, (vii) accruals for long-term deferred compensation (net of cash payments of deferred compensation accrued in prior periods), (viii) losses from minority interests in Affiliates, (ix) non-cash charges and expenses incurred outside of the Ordinary Course of Business (including the cumulative effect of any Accounting Changes but excluding any non-cash charge that relates to the write-down or write-off of Accounts or Inventory), provided, that if any such non-cash charges or expenses represent(s) an accrual or reserve for potential cash items in any future period the cash payment thereof in such future period shall be subtracted from Consolidated EBITDA during such period, (x) non-cash expenses relating to the xxxx to market provision for derivative instruments, (xi) cash receipts related to the termination of any derivative instrument that, as of the end of the prior period, had a net gain since the inception of such derivative instrument, (xii) cash dividends or distributions received from joint ventures in which U.S. Borrowers directly or indirectly own a minority interest, (xiii) transaction costs and expenses associated with entering into this Agreement on the Closing Date and transaction costs and expenses associated with entering into the Term Loan Agreement, and (xiv) costs associated with any date for the applicable period ending on such date with respect Permitted Acquisition or Permitted Investment (whether or not consummated) in an aggregate amount not to exceed $10,000,000 in any four fiscal quarter period, minus (c) to the Borrower and the Subsidiaries on a consolidated basisextent included in determining Consolidated Net Income for such period, net income (or loss) (excluding, but without duplication, (i) extraordinary itemsnon-cash income relating to stock compensation, (ii) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Borrower or any Subsidiary (except to the extent required for any calculation of EBITDA on a Pro Forma Basis)extraordinary gains, (iii) any out equity in earnings of period restoration (or diminution) of income of any contingent reserveUnrestricted Subsidiaries, unconsolidated Restricted Subsidiaries and related tax effect in accordance with GAAPAffiliates for such period, and (iv) income from minority interests in Affiliates (other than cash dividends or distributions received from joint ventures in which Parent directly or indirectly owns a minority interest), (v) non-cash gains outside of the Ordinary Course of Business (including the cumulative effect of a change in accounting principles during such periodany Accounting Changes), (vi) non-cash income relating to the xxxx to market provision for derivative instruments, and (vii) cash payments related to the termination of any derivative instrument that, as determined in accordance with GAAP. Consolidated Working Capital: at any date, the excess of (a) the sum of (i) all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Borrower and the Subsidiaries at such date and (ii) long-term accounts receivable over (b) the sum of (i) all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet end of the Borrower and prior period, had a net loss since the Subsidiaries on inception of such date and (ii) long-term deferred revenue, but excluding, without duplication, (1) the current portion of any Funded Debt, (2) all Debt consisting of Revolver Loans and LC Obligations (as such terms (or analogous terms) are defined in the ABL Credit Agreement) to the extent otherwise included therein, (3) the current portion of interest, (4) the current portion of current and deferred income taxes, (5) the current portion of any Capital Leases and (6) deferred revenue arising from cash receipts that are earmarked for specific projects. In all events, the effects of purchase accounting shall be excludedderivative instrument.

Connection Income Taxes. Other Connection Taxes that are imposed on or measured by net income (however denominated), or are franchise or branch profits Taxes. Consolidated Net Income: as of any date for the applicable period ending on such date with respect to the Borrower and the Subsidiaries on a consolidated basis, net income (or loss) (excluding, without duplication, (i) extraordinary items, (ii) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Borrower or any Subsidiary (except to the extent required for any calculation of EBITDA on a Pro Forma Basis), (iii) any out of period restoration (or diminution) of income of any contingent reserve, and related Americas 92614726 tax effect in accordance with GAAP, and (iv) the cumulative effect of a change in accounting principles during such period) as determined in accordance with GAAP. Consolidated Working Capital: at any date, the excess of (a) the sum of (i) all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Borrower and the Subsidiaries at such date and (ii) long-term accounts receivable over (b) the sum of (i) all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the Borrower and the Subsidiaries on such date and (ii) long-term deferred revenue, but excluding, without duplication, (1) the current portion of any Funded Debt, (2) all Debt consisting of Revolver Loans and LC Obligations (as such terms (or analogous terms) are defined in the ABL Credit Agreement) to the extent otherwise included therein, (3) the current portion of interest, (4) the current portion of current and deferred income taxes, (5) the current portion of any Capital Leases and (6) deferred revenue arising from cash receipts that are earmarked for specific projects. In all events, the effects of purchase accounting shall be excluded.

Connection Income Taxes. Other Connection Taxes that are imposed on or measured by net income (however denominated), or are franchise or branch profits Taxes. Consolidated EBITDA: for any period, (a) Consolidated Net Income: Income for such period plus (b) to the extent deducted in determining Consolidated Net Income for such period, but without duplication, the aggregate amount of (i) non-cash expense relating to stock compensation; (ii) depreciation and amortization expense, (iii) Consolidated Interest Expense, (iv) foreign, federal, state and local income taxes, (v) extraordinary losses, (vi) equity in losses of unconsolidated Subsidiaries and Affiliates, (vii) accruals for long-term deferred compensation (net of cash payments of deferred compensation accrued in prior periods), (viii) losses from minority interests in Affiliates, (ix) non-cash charges and expenses incurred outside of the Ordinary Course of Business (including the cumulative effect of any Accounting Changes but excluding any non-cash charge that relates to the write-down or write-off of Accounts or Inventory and, following the PP&E Component Implementation Date, Equipment and Real Estate), provided, that if any such non-cash charges or expenses represent(s) an accrual or reserve for potential cash items in any future period the cash payment thereof in such future period shall be subtracted from Consolidated EBITDA during such period, (x) non-cash expenses relating to the xxxx to market provision for derivative instruments, (xi) cash receipts related to the termination of any derivative instrument that, as of the end of the prior period, had a net gain since the inception of such derivative instrument, (xii) cash dividends or distributions received from joint ventures in which U.S. Borrowers directly or indirectly own a minority interest, (xiii) acquisition costs associated with the Acquisition of the Bolzoni Entities in an aggregate amount not to exceed $10,000,000 incurred prior to December 31, 2016, and (xiv) restructuring costs associated with the Acquisition of the Bolzoni Entities in an amount not to exceed $3,000,000 in any date for the applicable period ending on such date with respect trailing twelve month period, minus (c) to the Borrower and the Subsidiaries on a consolidated basisextent included in determining Consolidated Net Income for such period, net income (or loss) (excluding, but without duplication, (i) extraordinary itemsnon-cash income relating to stock compensation, (ii) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Borrower or any Subsidiary (except to the extent required for any calculation of EBITDA on a Pro Forma Basis)extraordinary gains, (iii) any out equity in earnings of period restoration (or diminution) of income of any contingent reserveunconsolidated Subsidiaries and Affiliates for such period, and related tax effect in accordance with GAAP, and (iv) income from minority interests in Affiliates (other than cash dividends or distributions received from joint ventures in which Parent directly or indirectly owns a minority interest), (v) non-cash gains outside of the Ordinary Course of Business (including the cumulative effect of a change in accounting principles during such periodany Accounting Changes), (vi) non-cash income relating to the xxxx to market provision for derivative instruments, and (vii) cash payments related to the termination of any derivative instrument that, as determined in accordance with GAAP. Consolidated Working Capital: at any date, the excess of (a) the sum of (i) all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Borrower and the Subsidiaries at such date and (ii) long-term accounts receivable over (b) the sum of (i) all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet end of the Borrower and prior period, had a net loss since the Subsidiaries on inception of such date and (ii) long-term deferred revenue, but excluding, without duplication, (1) the current portion of any Funded Debt, (2) all Debt consisting of Revolver Loans and LC Obligations (as such terms (or analogous terms) are defined in the ABL Credit Agreement) to the extent otherwise included therein, (3) the current portion of interest, (4) the current portion of current and deferred income taxes, (5) the current portion of any Capital Leases and (6) deferred revenue arising from cash receipts that are earmarked for specific projects. In all events, the effects of purchase accounting shall be excludedderivative instrument.