Common use of Consolidated Current Liabilities Clause in Contracts

Consolidated Current Liabilities. All liabilities 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, however, -------- ------- the Obligations under the Credit Agreement outstanding in the one year period prior to the Revolving Credit Loan Maturity Date shall not be included as a Consolidated Current Liability. 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 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 Flow. For any period, an amount equal to (a) -------------------------------- EBITDA for such period, less (b) the sum of (i) cash payments for all income ---- taxes paid during such period, plus (ii) 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.

Consolidated Current Liabilities. All liabilities 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, however, -------- ------- the Obligations under outstanding Revolving Credit Loans, the outstanding "Guaranteed Revolving Credit Agreement outstanding Loan" (as such term is defined in the one year period prior to Guaranteed Credit Agreement) and the Revolving Credit Loan Maturity Date outstanding amount of all Seller Subordinated Debt shall not be included as a Consolidated Current Liability. 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 or expense; expense provided, however, for purposes of calculating compliance with the financial covenants set forth in (S)9 ss.10 hereof, Consolidated Net Income shall not include (a) any non-cash writedowns of good will and/or (i) goodwill, (ii) purchased research and developmentdevelopment 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 stockstock 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 Flow. For any period, an amount equal to (a) -------------------------------- EBITDA for such period, 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 (bc) the sum of (i) cash payments for all income ---- taxes (excluding any taxes included in the calculation of EBITDA) paid during such period, 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)9ss.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; 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.

Consolidated Current Liabilities. All liabilities and other Indebtedness of the Borrower and its ------------ ------- ----------- Subsidiaries Subsidiaries, excluding deferred revenue, 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, however, -------- ------- the Obligations under the Credit Agreement outstanding in the one year period prior to the Revolving Credit Loan Maturity Date shall not be included as a Consolidated Current Liability. 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 or expense; provided, however, for purposes of calculating compliance with the financial covenants set forth in (S)9 hereof, income. Consolidated Net Income shall not include Worth. The excess of (a) any non-cash writedowns all assets of good will and/or purchased research a Person and development; and/or its Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles over (b) compensation expenses all liabilities of such Person and its Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles, and all Indebtedness of such Person and its Subsidiaries, whether or additional goodwill amortization relating not so classified, less, to the granting by extent otherwise includable in the Borrower computations of stock options and restricted stockConsolidated Net Worth, any subscriptions receivable. Consolidated Operating Cash Flow. For any period, an amount equal to (ai) -------------------------------- EBITDA for such period, less (bii) the sum of (iA) cash payments for all income ---- taxes paid during such period, plus (iiB) 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.the

Consolidated Current Liabilities. All liabilities and other Indebtedness -------------------------------- of the Borrower and its ------------ ------- ----------- Subsidiaries Subsidiaries, excluding deferred revenue, 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, however, -------- ------- the Obligations under the Credit Agreement outstanding in the one year period prior to the Revolving Credit Loan Maturity Date shall not be included as a Consolidated Current Liability. 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 or expense; provided, however, for purposes of calculating compliance with the financial covenants set forth in (S)9 hereof, income. Consolidated Net Income shall not include Worth. The excess of (a) any non-cash writedowns all assets of good will and/or purchased research a Person and development; and/or its ---------------------- Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles over (b) compensation expenses all liabilities of such Person and its Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles, and all Indebtedness of such Person and its Subsidiaries, whether or additional goodwill amortization relating not so classified, less, to the granting by extent otherwise includable in the Borrower computations of stock options and restricted stockConsolidated Net Worth, any subscriptions receivable. Consolidated Operating Cash Flow. For any period, an amount equal to (ai) -------------------------------- EBITDA for such period, less (bii) the sum of (iA) cash payments for all income taxes ---- taxes paid during such period, plus (iiB) Capital Expenditures made during such period ---- 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.the