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Common use of Consolidated Net Income Clause in Contracts

Consolidated Net Income. The aggregate Net Income of the Borrower and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication: (i) any after-tax effect of extraordinary, non-recurring or unusual gains or losses or expenses (including fees and expenses relating to (i) the Transactions, (ii) severance, relocation and transition costs and (iii) any rebranding or corporate name change) shall be excluded; (ii) the cumulative effect of a change in accounting principles during such period shall be excluded; (iii) any after-tax effect of income (or loss) from disposed or discontinued operations and any net after-tax gains (or losses) on disposal of disposed, abandoned or discontinued operations shall be excluded; (iv) any after-tax effect of gains (or losses) (less all fees and expenses relating thereto) attributable to asset Dispositions other than in the ordinary course of business, as determined in good faith by the Borrower, shall be excluded; (v) any impairment charge or asset write-off or write-down, including impairment charges, write-offs or write-downs related to goodwill, intangible assets, long-lived assets, investments in debt and equity securities, in accordance with GAAP or as a result of a change in law or regulation, and the amortization of intangibles arising pursuant to GAAP shall be excluded; (vi) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Borrower shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash or Cash Equivalents) to the Borrower or a Restricted Subsidiary in respect of such period; (vii) the Net Income for such period of any Non-Guarantor Subsidiary shall be excluded to the extent of any portion of its Net Income that may not be transferred (including by way of any one or more of the following (i) dividends or similar distributions, (ii) returns of capital, (iii) loans or advances or the repayment thereof or (iv) other conveyances) at the date of determination without any prior governmental approval (which has not been obtained) and without violating, directly or indirectly, the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction has been legally waived; provided that Consolidated Net Income of the Borrower will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash or Cash Equivalents) to the Borrower or a Restricted Subsidiary thereof in respect of such period; (viii) any (i) non-cash compensation charge or expense, including any such charge or expense arising from the grants of stock appreciation or similar rights, employee benefit plans or agreements, stock options, restricted stock or other rights, and any non-cash deemed finance charges or expenses in respect of any pension liabilities or other retiree provisions or on the revaluation of any benefit plan obligation and any non-cash charges or expenses in respect of curtailments, discontinuations or modifications to pension plans and (ii) income (loss) attributable to deferred compensation plans or trusts shall be excluded; (ix) any after-tax effect of income (or loss) from the early extinguishment or cancellation of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded; (x) any unrealized foreign currency translation or transaction gains or losses (or similar charges) (i) in respect of Indebtedness of any Person denominated in a currency other than the functional currency of such Person, (ii) relating to translation of assets and liabilities denominated in foreign currencies and (iii) in respect of Indebtedness or other obligations of the Borrower or any Restricted Subsidiary owing to the Borrower or any Restricted Subsidiary shall be excluded;

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (Time Inc.)

Consolidated Net Income. The (A) the aggregate of the Net Income of the Borrower such person and its Restricted Subsidiaries subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication: (iB) any after-net after tax effect of extraordinary, non-recurring nonrecurring or unusual gains or losses or expenses income or expense or charge (including less all fees and expenses relating to (i) the Transactionsthereto), (ii) including, without limitation, any severance, relocation or other restructuring expenses, any expenses related to any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, fees, expenses or charges relating to facilities closing costs, curtailments or modifications to pension and transition costs and post-retirement employee benefit plans, excess pension charges, acquisition integration costs, facilities opening costs, project start-up costs, business optimization costs (iiiC) any rebranding net after-tax income or corporate name change) shall be excluded;loss from disposed, abandoned, transferred, closed or discontinued operations and any net after-tax gain or loss on disposal of disposed, abandoned, transferred, closed or discontinued operations (iiD) any net after-tax gain or loss (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by Parent) (E) any net after-tax income or loss (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of indebtedness, Swap Agreements or other derivative instruments (F) the cumulative effect of a change in accounting principles during such period shall be excluded;period (iiiG) effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such person and its Subsidiaries) in component amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to any afterconsummated acquisition or the amortization or write-tax effect off of income (or loss) from disposed or discontinued operations and any amounts thereof, net after-tax gains (or losses) on disposal of disposed, abandoned or discontinued operations shall be excluded;taxes (iv) any after-tax effect of gains (or losses) (less all fees and expenses relating thereto) attributable to asset Dispositions other than in the ordinary course of business, as determined in good faith by the Borrower, shall be excluded; (vH) any impairment charge charges or asset write-off or write-down, including impairment charges, offs (other than write-offs or write-downs related to goodwill, intangible assets, long-lived assets, investments in debt of inventory and equity securitiesaccounts receivable), in accordance with GAAP or as a result of a change in law or regulationeach case pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP shall be excluded;GAAP (viI) any (a) non-cash compensation charges or expenses or (b) costs or expenses realized in connection with or resulting from stock appreciation or similar rights, stock options or other rights (J) non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP and related interpretations (K) any currency translation gains and losses related to currency remeasurements, including but not limited to, Indebtedness, and any net loss or gain resulting from Swap Agreements for currency exchange risk (L) to the extent covered by insurance and actually reimbursed, or, so long as such person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (A) not denied by the applicable carrier in writing within 180 days and (B) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty events or business interruption (M) non-cash charges for deferred tax asset valuation allowances, and (N) the Net Income for such period of any Person subsidiary of such person to the extent that is not a Subsidiary, the declaration or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Borrower shall be increased by the amount payment of dividends or similar distributions or other payments that are actually paid in cash (or to the extent converted into cash or Cash Equivalents) to the Borrower or a Restricted Subsidiary in respect of by such period; (vii) the Net Income for such period of any Non-Guarantor Subsidiary shall be excluded to the extent of any portion subsidiary of its Net Income that may is not be transferred (including by way of any one or more of the following (i) dividends or similar distributions, (ii) returns of capital, (iii) loans or advances or the repayment thereof or (iv) other conveyances) at the date of determination permitted without any prior governmental approval (which has not been obtained) and without violatingor, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary such subsidiary or its stockholdersequityholders, unless such restriction has restrictions with respect to the payment of dividends or similar distributions have been legally waived; provided that Consolidated waived plus the sum of the following, without duplication: (O) (A) the Net Income for such period of any person that is not a Subsidiary of such person, or is an Unrestricted Subsidiary or that is accounted for by the Borrower will be increased by equity method of accounting, only to the extent of the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash or Cash Equivalentscash) to the Borrower referent person or a Restricted Subsidiary thereof (other than an Unrestricted Subsidiary of such referent person) in respect of such period;period and (B) the Net Income for such period shall include any ordinary course dividend, distribution or other payment in cash received from any person in excess of the amounts included in clause (A) which is distributed within six months of the end of the fiscal year in which it is earned (viiiP) any (i) the non-cash compensation charge or expense, including any such charge or portion of “straight-line” rent expense arising from the grants of stock appreciation or similar rights, employee benefit plans or agreements, stock options, restricted stock or other rightsshall be excluded, and any nonthe cash portion of “straight-cash deemed finance charges or expenses line” rent expense which exceeds the amount expensed in respect of any pension liabilities or other retiree provisions or on the revaluation of any benefit plan obligation and any non-cash charges or expenses in respect of curtailments, discontinuations or modifications to pension plans and (ii) income (loss) attributable to deferred compensation plans or trusts shall be excluded; (ix) any after-tax effect of income (or loss) from the early extinguishment or cancellation of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded; (x) any unrealized foreign currency translation or transaction gains or losses (or similar charges) (i) in respect of Indebtedness of any Person denominated in a currency other than the functional currency of such Person, (ii) relating to translation of assets and liabilities denominated in foreign currencies and (iii) in respect of Indebtedness or other obligations of the Borrower or any Restricted Subsidiary owing to the Borrower or any Restricted Subsidiary shall be excluded;rent expense

Appears in 2 contracts

Samples: Credit Agreement (EVERTEC, Inc.), Credit Agreement (EVERTEC, Inc.)

Consolidated Net Income. The (A) the aggregate of the Net Income of the Borrower such person and its Restricted Subsidiaries subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication: (iB) any after-net after tax effect of extraordinary, non-recurring nonrecurring or unusual gains or losses or expenses income or expense or charge (including less all fees and expenses relating to (i) the Transactionsthereto), (ii) including, without limitation, any severance, relocation or other restructuring expenses, any expenses related to any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, fees, expenses or charges relating to facilities closing costs, curtailments or modifications to pension and transition costs and post-retirement employee benefit plans, excess pension charges, acquisition integration costs, facilities opening costs, project start-up costs, business optimization costs (iiiC) any rebranding net after-tax income or corporate name change) shall be excluded;loss from disposed, abandoned, transferred, closed or discontinued operations and any net after-tax gain or loss on disposal of disposed, abandoned, transferred, closed or discontinued operations (iiD) any net after-tax gain or loss (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by Xxxxxx) (E) any net after-tax income or loss (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of indebtedness, Swap Agreements or other derivative instruments (F) the cumulative effect of a change in accounting principles during such period shall be excluded;period (iiiG) effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such person and its Subsidiaries) in component amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to any afterconsummated acquisition or the amortization or write-tax effect off of income (or loss) from disposed or discontinued operations and any amounts thereof, net after-tax gains (or losses) on disposal of disposed, abandoned or discontinued operations shall be excluded;taxes (iv) any after-tax effect of gains (or losses) (less all fees and expenses relating thereto) attributable to asset Dispositions other than in the ordinary course of business, as determined in good faith by the Borrower, shall be excluded; (vH) any impairment charge charges or asset write-off or write-down, including impairment charges, offs (other than write-offs or write-downs related to goodwill, intangible assets, long-lived assets, investments in debt of inventory and equity securitiesaccounts receivable), in accordance with GAAP or as a result of a change in law or regulationeach case pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP shall be excluded;GAAP (viI) any (a) non-cash compensation charges or expenses or (b) costs or expenses realized in connection with or resulting from stock appreciation or similar rights, stock options or other rights (J) non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP and related interpretations (K) any currency translation gains and losses related to currency remeasurements, including but not limited to, Indebtedness, and any net loss or gain resulting from Swap Agreements for currency exchange risk (L) to the extent covered by insurance and actually reimbursed, or, so long as such person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (A) not denied by the applicable carrier in writing within 180 days and (B) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty events or business interruption (M) non-cash charges for deferred tax asset valuation allowances, and (N) the Net Income for such period of any Person subsidiary of such person to the extent that is not a Subsidiary, the declaration or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Borrower shall be increased by the amount payment of dividends or similar distributions or other payments that are actually paid in cash (or to the extent converted into cash or Cash Equivalents) to the Borrower or a Restricted Subsidiary in respect of by such period; (vii) the Net Income for such period of any Non-Guarantor Subsidiary shall be excluded to the extent of any portion subsidiary of its Net Income that may is not be transferred (including by way of any one or more of the following (i) dividends or similar distributions, (ii) returns of capital, (iii) loans or advances or the repayment thereof or (iv) other conveyances) at the date of determination permitted without any prior governmental approval (which has not been obtained) and without violatingor, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary such subsidiary or its stockholdersequityholders, unless such restriction has restrictions with respect to the payment of dividends or similar distributions have been legally waived; provided that Consolidated waived plus the sum of the following, without duplication: (O) (A) the Net Income for such period of any person that is not a Subsidiary of such person, or is an Unrestricted Subsidiary or that is accounted for by the Borrower will be increased by equity method of accounting, only to the extent of the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash or Cash Equivalentscash) to the Borrower referent person or a Restricted Subsidiary thereof (other than an Unrestricted Subsidiary of such referent person) in respect of such period;period and (B) the Net Income for such period shall include any ordinary course dividend, distribution or other payment in cash received from any person in excess of the amounts included in clause (A) which is distributed within six months of the end of the fiscal year in which it is earned (viiiP) any (i) the non-cash compensation charge or expense, including any such charge or portion of “straight-line” rent expense arising from the grants of stock appreciation or similar rights, employee benefit plans or agreements, stock options, restricted stock or other rightsshall be excluded, and any nonthe cash portion of “straight-cash deemed finance charges or expenses line” rent expense which exceeds the amount expensed in respect of any pension liabilities or other retiree provisions or on the revaluation of any benefit plan obligation and any non-cash charges or expenses in respect of curtailments, discontinuations or modifications to pension plans and (ii) income (loss) attributable to deferred compensation plans or trusts shall be excluded; (ix) any after-tax effect of income (or loss) from the early extinguishment or cancellation of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded; (x) any unrealized foreign currency translation or transaction gains or losses (or similar charges) (i) in respect of Indebtedness of any Person denominated in a currency other than the functional currency of such Person, (ii) relating to translation of assets and liabilities denominated in foreign currencies and (iii) in respect of Indebtedness or other obligations of the Borrower or any Restricted Subsidiary owing to the Borrower or any Restricted Subsidiary shall be excluded;rent expense

Appears in 2 contracts

Samples: Credit Agreement (EVERTEC, Inc.), Credit Agreement (EVERTEC, Inc.)

Consolidated Net Income. The aggregate Net Income the net income (or loss) of the Borrower Holdings and its Restricted Subsidiaries for such period, determined on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, thatbasis for such Computation Period excluding, without duplication:: $________________ (i) any after-tax effect of extraordinary, non-recurring or unusual gains or losses or expenses (including fees and expenses relating to (i) the Transactions, (ii) severance, relocation and transition costs and (iii) any rebranding or corporate name change) shall be excluded; (ii1) the cumulative effect of a change in accounting principles during such period shall be excluded;$________________ (iii2) any the net after-tax effect of income (or loss) from disposed or discontinued operations gains, losses, charges and any net after-tax gains (or losses) on disposal of expenses attributable to disposed, discontinued, closed or abandoned or discontinued operations shall be excluded;$________________ (iv3) any after-tax effect of gains (the net income or losses) (less all fees and expenses relating thereto) loss attributable to asset Dispositions the early extinguishment or conversion of Indebtedness and the termination of associated Hedging Agreements or other than in the ordinary course of business, as determined in good faith by the Borrower, shall be excluded;derivative instruments (including deferred financing expenses written off and premiums paid) $________________ (v) any impairment charge or asset write-off or write-down, including impairment charges, write-offs or write-downs related to goodwill, intangible assets, long-lived assets, investments in debt and equity securities, in accordance with GAAP or as a result of a change in law or regulation, and the amortization of intangibles arising pursuant to GAAP shall be excluded; (vi4) the Net Income for effects of adjustments (including the effects of such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Borrower shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash or Cash Equivalents) adjustments pushed down to the Borrower and its Subsidiaries) in any line item in such person’s consolidated financial statements pursuant to the Accounting Principles resulting from the application of purchase accounting, as the case may be, in connection with any acquisition or a Restricted Subsidiary in respect any joint venture investments or the amortization or write off of such period;any amounts thereof, net of taxes $________________ (vii) the Net Income for such period of any Non-Guarantor Subsidiary shall be excluded to the extent of any portion of its Net Income that may not be transferred (including by way of any one or more of the following (i) dividends or similar distributions, (ii) returns of capital, (iii) loans or advances or the repayment thereof or (iv) other conveyances) at the date of determination without any prior governmental approval (which has not been obtained) and without violating, directly or indirectly, the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction has been legally waived; provided that Consolidated Net Income of the Borrower will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash or Cash Equivalents) to the Borrower or a Restricted Subsidiary thereof in respect of such period; (viii) any (i5) non-cash compensation charge or expensecharges and expenses, including any such charge or expense charges and expenses arising from the grants of stock appreciation or similar rights, employee benefit plans or agreementsphantom equity, stock options, restricted stock, deferred stock or other rightsrights or equity incentive programs, awards under a deferred compensation plan, long-term incentive plan or any other management or employee benefit plan or agreement, and any non-cash deemed finance charges or expenses in respect of any pension liabilities or other retiree provisions or on provisions; provided that the revaluation of any benefit plan obligation and any non-cash charges or expenses amounts set forth in respect of curtailments, discontinuations or modifications this Item A(5) (together with the amounts set forth in Item A(11) below) shall not be excluded to pension plans and (ii) income (loss) attributable to deferred compensation plans or trusts shall be excluded;the extent such amounts exceed $5,000,000 in the aggregate for the applicable Computation Period $________________ (ix6) any after-tax effect of income (or loss) from the early extinguishment or cancellation of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded; (x) charges and expenses pursuant to any unrealized foreign currency translation management equity plan, deferred compensation plan, long-term incentive plan or transaction gains stock option plan or losses (any other management or similar charges) (i) in respect of Indebtedness of employee benefit plan or agreement, any Person denominated in a currency other than the functional currency of such Person, (ii) relating to translation of assets and liabilities denominated in foreign currencies stock subscription or shareholder agreement and (iiiy) charges, expenses, accruals and reserves in respect connection with the rollover, acceleration or payout of Indebtedness or other obligations equity interests held by management of the Borrower or any Restricted Subsidiary owing of its Subsidiaries, in the case of each of (x) and (y) above, to the extent that (in the case of any cash charges and expenses) such charges, expenses, accruals and reserves are funded with cash proceeds contributed to the capital of the Borrower or net cash proceeds of an issuance of equity interests (other than mutually agreed upon disqualified stock) of the Borrower or any Restricted direct or indirect parent of the Borrower $________________ (7) to the extent covered by insurance (including business interruption insurance) and actually reimbursed, or, so long as the Borrower has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that (i) such coverage is not denied by the applicable carrier or indemnifying party in writing within 365 days and (ii) such amount is in fact reimbursed within 365 days of the date of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so reimbursed within 365 days), losses, charges, expenses, accruals and reserves with respect to liability or casualty events or business interruption $________________ (8) (x) non-cash or unrealized gains or losses in respect of obligations under Hedging Agreements or any ineffectiveness recognized in earnings related to qualifying hedge transactions or the fair value of changes therein recognized in earnings for derivatives that do not qualify as hedge transactions, in each case, in respect of obligations under hedge agreements, and (y) gains or losses resulting from unrealized currency translation gains or losses related to currency re-measurements of indebtedness (including gains or losses resulting from (A) Hedging Agreements for currency exchange risk and (B) intercompany indebtedness) $________________ (9) any expenses or charges to the extent paid by a third party that is not a Subsidiary on behalf of the Borrower or a Subsidiary (and not required to be reimbursed), and any gain resulting from such payment $________________ (10) any expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any investment, Permitted Acquisition or any sale, conveyance, transfer or other disposition of assets permitted under the Credit Facility, to the extent actually reimbursed, or, so long as the Borrower has made a determination that a reasonable basis exists for indemnification or reimbursement and only to the extent that such amount is in fact indemnified or reimbursed within 365 days of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so indemnified or reimbursed within such 365 day period) $________________ (11) charges, expenses accruals and reserves pursuant to or in connection with any management or employee benefit plan or agreement in which the awards thereunder are based or derived from the value of the equity or business of the Borrower (including the rollover, acceleration, settlement or payout of such awards) held by management of the Borrower or any of its Subsidiaries; provided that the amounts set forth in this Item A(11) (together with the amounts set forth in Item A(5) above) shall not be excluded;excluded to the extent such amounts exceed $5,000,000 in the aggregate for the applicable Computation Period $________________ (12) Sum of Items A(1) through Item A(11) $________________ (13) Item A plus (minus) Item A(12)3 $________________

Appears in 2 contracts

Samples: Credit Agreement (Tiga Acquisition Corp.), Credit Agreement (Tiga Acquisition Corp.)