Common use of Consolidated Current Liabilities Clause in Contracts

Consolidated Current Liabilities. All liabilities and other Indebtedness of the Borrower and its Subsidiaries outstanding hereunder and all liabilities and other Indebtedness of the Borrower and its Subsidiaries on a consolidated basis maturing on demand or within one (1) year from the date as of which Consolidated Current Liabilities are to be determined, and such other liabilities as may properly be classified as current liabilities in accordance with generally accepted accounting principles, PROVIDED, (a) for purposes of calculating liabilities of the Borrower under the Revolving Credit Loans for any fiscal quarter, the amount shall be the average outstanding amount of Revolving Credit Loans for such fiscal quarter; and (b) for purposes of this definition, Consolidated Current Liabilities shall not include accruals of the Borrower and its Subsidiaries and shall not include the Indebtedness of the Borrower to Daifuku America Corporation incurred in connection with the AutoSimulations Acquisition so long as such Indebtedness is subordinated to the Obligations pursuant to the Subordination Agreement. CONSOLIDATED NET INCOME (OR DEFICIT). The consolidated net income (or deficit) of the Borrower and its Subsidiaries, after deduction of all expenses, taxes, and other proper charges, determined in accordance with generally accepted accounting principles, after eliminating therefrom all extraordinary nonrecurring items of income. CONSOLIDATED OPERATING CASH FLOW. For any period, an amount equal to (a) EBITDA of the Borrower and its Subsidiaries for the fiscal quarter ending on such date, LESS (b) the sum of (i) income taxes recorded on the Borrower's financial statements pursuant to generally accepted accounting principles during such period, PLUS (ii) to the extent not already deducted in the determination of EBITDA, Capital Expenditures made during such period.

Consolidated Current Liabilities. All liabilities and other Indebtedness of the Borrower and its Subsidiaries outstanding hereunder and all liabilities and other Indebtedness of the Borrower BORROWER and its Subsidiaries on a consolidated basis maturing on demand or within one (1) year from the date as of which Consolidated Current Liabilities are to be determined, and such other liabilities as may properly be classified as current liabilities that, in accordance with generally accepted accounting principles, PROVIDEDare properly classified as current liabilities. Consolidated EBITDA. For any period, an amount equal to Consolidated Net Income for such period, plus, to the extent deducted in the calculation of Consolidated Net Income for such period (a) for purposes of calculating liabilities of the Borrower under the Revolving Credit Loans for any fiscal quarterdepreciation, the amount shall be the average outstanding amount of Revolving Credit Loans for such fiscal quarter; amortization 3 and other noncash expenses, (b) for purposes of this definition, Consolidated Current Liabilities shall not include accruals of the Borrower and its Subsidiaries and shall not include the Indebtedness of the Borrower to Daifuku America Corporation incurred in connection with the AutoSimulations Acquisition so long as such Indebtedness is subordinated to the Obligations pursuant to the Subordination Agreement. CONSOLIDATED NET INCOME (OR DEFICIT). The consolidated net income (or deficit) of the Borrower and its Subsidiaries, after deduction of all expenses, taxestax expense, and other proper charges(c) Consolidated Interest Expense, all as determined in accordance with generally accepted accounting principles. Consolidated Interest Expense. For any period, after eliminating therefrom the aggregate amount of interest required to be paid or accrued by the BORROWER and its Subsidiaries during such period on all extraordinary nonrecurring items of incomeIndebtedness, including all facility and other fees incurred in connection therewith. CONSOLIDATED OPERATING CASH FLOWConsolidated Operating Cash Flow. For any period, an amount equal to (a) Consolidated EBITDA of the Borrower and its Subsidiaries for the fiscal quarter ending on such dateperiod, LESS less (b) the sum of (iI) income cash payments for all taxes recorded on the Borrower's financial statements pursuant to generally accepted accounting principles made during such period, PLUS and (ii) to the extent not already deducted in the determination of Consolidated EBITDA, Capital Expenditures capital expenditures made during such period to the extent permitted under Section 5.11 hereof. Consolidated Working Capital Changes. For any period, the net change from the immediately preceding period to (a) accounts receivable of the BORROWER and its Subsidiaries, (b) accounts payable of the BORROWER and its Subsidiaries, (c) current accruals of the BORROWER and its Subsidiaries, and (d) inventory of the BORROWER and its Subsidiaries, all as determined in accordance in generally accepted accounting principles. Current Ratio. At any time of determination, the ratio of Consolidated Current assets to Consolidated Current Liabilities.

Consolidated Current Liabilities. All liabilities and other Indebtedness of the Borrower and its Subsidiaries outstanding hereunder and all liabilities and other Indebtedness of the Borrower and its Subsidiaries on a consolidated basis maturing on demand or within one (1) year from the date as of which Consolidated Current Liabilities are to be determined, and such other liabilities as may properly be classified as current liabilities in accordance with generally accepted accounting principles; provided, PROVIDEDhowever, (a) for purposes of calculating liabilities of the Borrower under the outstanding Revolving Credit Loans for any fiscal quarterLoans, the amount shall be outstanding "Guaranteed Revolving Credit Loan" (as such term is defined in the average Guaranteed Credit Agreement) and the outstanding amount of Revolving Credit Loans for such fiscal quarter; and (b) for purposes of this definition, all Seller Subordinated Debt shall not be included as a Consolidated Current Liabilities shall not include accruals of the Borrower and its Subsidiaries and shall not include the Indebtedness of the Borrower to Daifuku America Corporation incurred in connection with the AutoSimulations Acquisition so long as such Indebtedness is subordinated to the Obligations pursuant to the Subordination AgreementLiability. CONSOLIDATED NET INCOME Consolidated Net Income (OR DEFICITor Deficit). The consolidated net income (or deficit) of the Borrower and its Subsidiaries, after deduction of all expenses, taxes, and other proper charges, determined in accordance with generally accepted accounting principles, after eliminating therefrom all extraordinary nonrecurring items of incomeincome or expense provided, however, for purposes of calculating compliance with the financial covenants set forth in ss.10 hereof, Consolidated Net Income shall not include (a) any non-cash writedowns of (i) goodwill, (ii) purchased research and development and/or (iii) intangible assets arising from the consummation of a Permitted Acquisition and the Borrower's allocation of gross intangibles to a variety of intangible assets such as contracts, employee base, copyrights, trademarks and other intellectual property; and/or (b) compensation expenses or additional goodwill amortization relating to the granting by the Borrower of stock options and restricted stock or arising out of earn-out arrangements in connection with Permitted Acquisitions which would otherwise be considered a compensation charge in accordance with generally accepted accounting principles. CONSOLIDATED OPERATING CASH FLOWConsolidated Operating Cash Flow. For any period, an amount equal to (a) EBITDA of the Borrower and its Subsidiaries for the fiscal quarter ending on such dateperiod, LESS plus (b) to the extent deducted from EBITDA, expenses incurred by Persons which are acquired in a Permitted Acquisition and which the Majority Banks reasonably determine are likely to be eliminated in connection with such Person's consolidation with the Borrower, less (c) the sum of (i) income cash payments for all taxes recorded on (excluding any taxes included in the Borrower's financial statements pursuant to generally accepted accounting principles calculation of EBITDA) paid during such period, PLUS plus (ii) to the extent not already deducted in the determination of EBITDA, Capital Expenditures made during such periodperiod to the extent permitted by ss.10, other than Capital Expenditures which the Majority Banks reasonably determine are made for nonrecurring one-time infrastructure purchases or leases by the Borrower, plus (iii) the portion of the costs of software development required to be capitalized pursuant to FASB Statement No. 86.

Consolidated Current Liabilities. All For any fiscal year of the Borrower, (a) the consolidated current liabilities of the Borrower and its consolidated Subsidiaries, PLUS, (b) the current liabilities of any Person (other Indebtedness than the Borrower or a consolidated Subsidiary) which are guaranteed by the Borrower or a consolidated Subsidiary, all determined for such fiscal year in accordance with GAAP, MINUS, the currently maturing portion of all Indebtedness. CONSOLIDATED EBITDA. With respect to any fiscal period, an amount equal to the sum of (a) Consolidated Net Income of the Borrower and its Subsidiaries outstanding hereunder for such fiscal period, PLUS (b) in each case to the extent deducted in the calculation of such Person's Consolidated Net Income and without duplication, (i) depreciation and amortization for such period, PLUS (ii) income tax expense for such period, PLUS (iii) Consolidated Total Interest Expense paid or accrued during such period, PLUS (iv) other noncash charges for such period which do not result in cash payments for any subsequent period, all liabilities and other Indebtedness as determined in accordance with GAAP, after eliminating therefrom all extraordinary noncash nonrecurring items of expense. CONSOLIDATED EBITDAR. With respect to any fiscal period, an amount equal to the sum of (a) Consolidated EBITDA of the Borrower and its Subsidiaries on a consolidated basis maturing on demand or within one (1) year from the date as of which Consolidated Current Liabilities are to be determined, and such other liabilities as may properly be classified as current liabilities in accordance with generally accepted accounting principles, PROVIDED, (a) for purposes of calculating liabilities of the Borrower under the Revolving Credit Loans for any fiscal quarter, the amount shall be the average outstanding amount of Revolving Credit Loans for such fiscal quarter; and period, PLUS, (b) for purposes of this definition, Consolidated Current Liabilities shall not include accruals of the Borrower and its Subsidiaries and shall not include the Indebtedness of the Borrower to Daifuku America Corporation incurred in connection with the AutoSimulations Acquisition so long as such Indebtedness is subordinated to the Obligations pursuant to the Subordination AgreementRental Expense. CONSOLIDATED NET INCOME (OR DEFICIT). The consolidated net income (or deficit) of the Borrower and its Subsidiaries, after deduction of all expenses, taxes, and other proper charges, determined in accordance with generally accepted accounting principles, after eliminating therefrom all extraordinary nonrecurring items of income, each as determined in accordance with GAAP. CONSOLIDATED OPERATING CASH FLOWTANGIBLE NET WORTH. For any periodThe excess of Consolidated Total Assets over Consolidated Total Liabilities, an amount equal to (a) EBITDA of the Borrower and its Subsidiaries for the fiscal quarter ending on such date, LESS (b) less the sum of (i) income taxes recorded on the Borrower's financial statements pursuant to generally accepted accounting principles during such period, PLUS (ii) to the extent not already deducted in the determination of EBITDA, Capital Expenditures made during such period.of:

Consolidated Current Liabilities. All liabilities and other Indebtedness of the Borrower and its Subsidiaries outstanding hereunder and all liabilities and other Indebtedness of the Borrower and its ------------ ------- ----------- Subsidiaries on a consolidated basis maturing on demand or within one (1) year from the date as of which Consolidated Current Liabilities are to be determined, and such other liabilities as may properly be classified as current liabilities in accordance with generally accepted accounting principles; provided, PROVIDEDhowever, (a) for purposes of calculating liabilities of -------- ------- the Borrower Obligations under the Credit Agreement outstanding in the one year period prior to the Revolving Credit Loans for any fiscal quarter, the amount Loan Maturity Date shall not be the average outstanding amount of Revolving Credit Loans for such fiscal quarter; and (b) for purposes of this definition, included as a Consolidated Current Liabilities shall not include accruals of the Borrower and its Subsidiaries and shall not include the Indebtedness of the Borrower to Daifuku America Corporation incurred in connection with the AutoSimulations Acquisition so long as such Indebtedness is subordinated to the Obligations pursuant to the Subordination AgreementLiability. CONSOLIDATED NET INCOME Consolidated Net Income (OR DEFICITor Deficit). The consolidated net income (or ------------ --- ------ ----------- deficit) of the Borrower and its Subsidiaries, after deduction of all expenses, taxes, and other proper charges, determined in accordance with generally accepted accounting principles, after eliminating therefrom all extraordinary nonrecurring items of incomeincome or expense; provided, however, for purposes of calculating compliance with the financial covenants set forth in (S)9 hereof, Consolidated Net Income shall not include (a) any non-cash writedowns of good will and/or purchased research and development; and/or (b) compensation expenses or additional goodwill amortization relating to the granting by the Borrower of stock options and restricted stock. CONSOLIDATED OPERATING CASH FLOWConsolidated Operating Cash Flow. For any period, an amount equal to (a) -------------------------------- EBITDA of the Borrower and its Subsidiaries for the fiscal quarter ending on such dateperiod, LESS less (b) the sum of (i) cash payments for all income ---- taxes recorded on the Borrower's financial statements pursuant to generally accepted accounting principles paid during such period, PLUS plus (ii) to the extent not already deducted in the determination of EBITDA, Capital Expenditures made during such ---- period to the extent permitted by (S)9, plus (iii) the portion of the costs of ---- software development required to be capitalized pursuant to FASB Statement No. 86; provided, however, until a period of four consecutive fiscal quarters has -------- ------- elapsed since the Closing Date, (b)(i) shall only include income taxes expensed during such period. Consolidated Quick Assets. All cash and Accounts Receivable (including, ------------------------- without duplication, the unbilled portion of Accounts Receivable for services rendered in the ordinary course of business) of the Borrower and its Subsidiaries on a consolidated basis that, in accordance with generally accepted accounting principles, are properly classified as current assets, provided that -------- Accounts Receivable shall be included only if good and collectible as determined by the Borrower in accordance with established practice consistently applied and, with respect to such accounts receivable, only if payable and outstanding not more than ninety (90) days after the date of the invoices for services rendered or other transaction out of which any such account receivable arose; and such notes and accounts receivable shall be taken at their face value less reserves determined to be sufficient in accordance with generally accepted accounting principles. Consolidated Total Interest Expense. For any period, the aggregate amount ----------------------------------- of interest expense, both expensed and capitalized, of the Borrower and its Subsidiaries, determined on a consolidated basis in accordance with generally accepted accounting principles, for such period on the aggregate amount of the Borrower and its Subsidiaries Indebtedness, determined on a consolidated basis in accordance with generally accepted accounting principles, and including commitment fees, agency fees, facility fees, balance deficiency fees and similar fees or expenses in connection with the borrowing of money.