Synergy Cost Savings definition

Synergy Cost Savings means cost savings identified on Schedule 1.01(b), in an aggregate amount at any one time not to exceed the applicable amount set forth on Schedule 1.01(b) (which in any event shall not exceed $6.9 million at any one time), to be realized by the Loan Parties in connection with the Merger and which are attributable to the integration of the operations and businesses of the Borrowers and their respective Subsidiaries, on the one hand, and the Target and its Subsidiaries, on the other hand.
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Synergy Cost Savings means certain cost savings recognized by the Company, determined as set forth on the Adjustments and Defined Terms Appendix to this Award Agreement.
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Synergy Cost Savings means the cost savings recognized by the Company as a result of (i) the elimination and/or integration of overlapping functions and businesses across the Company, (ii) the improvement of operating efficiencies, and (iii) the reduction of financial costs (taking into account, without limitation, the reduction of applicable tax rates and borrowing costs), as determined by the Board in its sole discretion. For the avoidance of doubt, “Synergy Cost Savings” shall exclude costs incurred as a result of (a) new government-mandated rebates or pricing reductions, (b) the impact of foreign exchange rate fluctuations, (c) new licensing deals that result in upfront payments, milestones, ongoing development and/or commercialization expenses, (d) new acquisitions of companies or products that will drive revenue growth or refill the research and development pipeline, (e) legal settlements, (f) one-time costs associated with integration, or (g) cost of living increases.
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More Definitions of Synergy Cost Savings

Synergy Cost Savings means total annual savings as follows: (i) Savings from headcount reductions. Payroll and benefit savings from headcount reductions will be determined by comparison to a baseline of June 30, 1999. Spending for payroll and benefits based on the employee census as of the baseline date will be annualized and compared to actual spending (adjusted to eliminate wage and benefit increases that are effective on or after January 1, 2000) for each of fiscal years 2000 and 2001. (ii) Savings from expense reductions. Non- capitalized expense reductions with respect to consultants, travel and entertainment, logistics, purchasing, insurance, rent, purchased supplies and services and communications will be determined by the comparison of actual annual spending for those categories of expense in each of fiscal years 2000 and 2001 to the total combined spending of Crompton & Knowles, Witcx xxx XK Witco for the same categories of expense in 1999. (iii) Manufacturing savings. Manufacturing savings from consolidation and shutdown of plants and other facilities and improvements in manufacturing operations will be determined by comparison of actual spending in each of fiscal years 2000 and 2001 to a baseline of June 30, 1999. (iv) Interest expense and tax savings. Savings from lower interest expense for each of fiscal years 2000 and 2001 will be determined by the comparison of actual interest expense in those years to combined interest expense for Crompton & Knowles, Witcx xxx XK Witco for 1999. Savings, if any, from a lower effective tax rate will be measured based on any improvement in the effective consolidated tax rate in years after 1999 from 39.2% (the pro forma tax rate for CK Witco as if the merger had occurred on January 1, 1999). KPMG LLP will report to the Organization, Compensation and Governance Committee of the Corporation's board of directors (the "Committee") on the savings achieved as of the last day of each complete fiscal year of the Corporation during the Performance Period.
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Synergy Cost Savings means cost savings in an aggregate amount of $42,100,000 identified on Schedule XIV to be realized by the Borrower and its Subsidiaries in connection with the Merger which are attributable to the integration of the operations and businesses of PAETEC Parent and its Subsidiaries, on the one hand, and US LEC and its Subsidiaries, on the other hand, including, without limitation, cost savings related to (i) employee terminations, (ii) selling, general and administrative expenses, and (iii) consolidation of network operations and back office systems.
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Related to Synergy Cost Savings

  • Cost Savings has the meaning assigned to it in the definition of “Consolidated EBITDA”.

  • Energy Savings means an amount of saved energy determined by measuring and/or estimating consumption before and after implementation of an energy efficiency improvement measure, whilst ensuring normalisation for external conditions that affect energy consumption;

  • Pro Forma Cost Savings means, without duplication of any amounts referenced in the definition of “Pro Forma Basis,” an amount equal to the amount of cost savings, operating expense reductions, operating improvements (including the entry into any material contract or arrangement) and acquisition synergies, in each case, projected in good faith to be realized (calculated on a pro forma basis as though such items had been realized on the first day of such period) as a result of actions taken on or prior to, or to be taken by Lead Borrower (or any successor thereto) or any Restricted Subsidiary within 24 months of, the date of such pro forma calculation, net of the amount of actual benefits realized or expected to be realized during such period that are otherwise included in the calculation of Consolidated EBITDA from such action; provided that (a) such cost savings, operating expense reductions, operating improvements and synergies are factually supportable and reasonably identifiable (as determined in good faith by a responsible financial or accounting officer, in his or her capacity as such and not in his or her personal capacity, of Lead Borrower (or any successor thereto)) and are reasonably anticipated to be realized within 24 months after the date of such pro forma calculation and (b) no cost savings, operating expense reductions, operating improvements and synergies shall be added pursuant to this definition to the extent duplicative of any expenses or charges otherwise added to Consolidated Net Income or Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period; provided, further, that the aggregate amount added in respect of the foregoing proviso (or otherwise added to Consolidated Net Income or Consolidated EBITDA) shall no longer be permitted to be added back to the extent the cost savings, operating expense reductions, operating improvements and synergies have not been achieved within 24 months of the action or event giving rise to such cost savings, operating expense reductions, operating improvements and synergies.

  • Tax Savings means the difference between the dollar amount of real property taxes levied in any year on land valued and assessed in accordance with its current agricultural use value and the dollar amount of real property taxes that would have been levied upon such land if it had been valued and assessed for such year in accordance with Section 2 of Article XII, Ohio Constitution.

  • Energy Charge means a charge for each kilowatt-hour (kWh) of electrical energy;

  • Energy year or "EY" means the 12-month period from June 1st

  • Final Average Compensation means the aggregate amount of a member's compensation earned within the averaging period in which the aggregate amount of compensation was highest divided by the member's number of years, including any fraction of a year, of credited service during the averaging period. The averaging period shall be 36 consecutive calendar months if the member contributes to the member investment plan except for a member who contributes to the member investment plan and first became a member on or after July 1, 2010; otherwise, the averaging period shall be 60 consecutive calendar months. A member who contributes to the member investment plan and first became a member on or after July 1, 2010 shall also have an averaging period of 60 consecutive calendar months. If the member has less than 1 year of credited service in the averaging period, the number of consecutive calendar months in the averaging period shall be increased to the lowest number of consecutive calendar months that contains 1 year of credited service.

  • Energy savings performance contract means a contract under which the rate of payments is based upon energy and operational cost savings and a stipulated maximum energy consumption level over the life of the contract.

  • Net energy billing means a billing and metering practice under which a customer-generator is billed on the basis of net energy over the billing period.

  • Monthly Charges means a finance carrying charge of one and one-half of one percent (1.5%) and a storage and handling charge of one-half of one percent (0.5%), in each case of the Cost of the Inventory and/or Special Inventory and/or of the fees for the Product affected by the reschedule or cancellation (as applicable) per month until such Inventory and/or Special Inventory and/or Product is returned to the vendor, used to manufacture Product or is otherwise purchased by Customer.

  • Fixed Costs means costs which do not vary with consumption or volume produced;

  • Insurance Cost Increase shall not, however, include any premium increases resulting from the nature of the occupancy of any other lessee of the Building. If the parties insert a dollar amount in Paragraph 1.9, such amount shall be considered the "BASE PREMIUM." If a dollar amount has not been inserted in Paragraph 1.9 and if the Building has been previously occupied during the twelve (12) month period immediately preceding the Commencement Date, the "Base Premium" shall be the annual premium applicable to such twelve (12) month period. If the Building was not fully occupied during such twelve (12) month period, the "Base Premium" shall be the lowest annual premium reasonably obtainable for the Required Insurance as of the Commencement Date, assuming the most nominal use possible of the Building. In no event, however, shall Lessee be responsible for any portion of the premium cost attributable to liability insurance coverage in excess of $1,000,000 procured under Paragraph 8.2(b).

  • Nominated Energy Efficiency Value means the amount of load reduction that an Energy Efficiency Resource commits to provide through installation of more efficient devices or equipment or implementation of more efficient processes or systems.

  • Operating Profit means the excess of Gross Revenues over the following deductions (“Deductions”) incurred by Manager, on behalf of Owner, in operating the Hotel:

  • Basic Monthly Earnings means your monthly rate of earnings from the Sponsor in effect immediately prior to the date Disability or Partial Disability begins. However, such earnings will not include bonuses, commissions, overtime pay and extra compensation.

  • LCC-300 Cost Centre E Terminus Building - Structure Lump Sum Breakdown E5 : Station (GL X7-27/M-Q, 21.96m-28.82m) Lump Sum Item LSE5.3 E5.3 : Walls Contractor's Other Charges The Contractor shall enter hereunder any specific item of work or obligation or thing which is necessary for the execution of the Works, as required by the Contract, which has been omitted from or has not been separately itemised in this Lump Sum Breakdown and for which a separate charge is required. The unit of measurement for any Contractor's Other Charges shall be "sum", with Quantity and Rate columns entered with "N/A". ---------------------------------------------------------------------------------------------------------------- To Collection of Lump Sum Item LSE5.3 *** ----------- *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. [STAMP]

  • Material Project EBITDA Adjustments means, with respect to each Material Project:

  • energy service means the physical benefit, utility or good derived from a combination of energy with energy-efficient technology or with action, which may include the operations, maintenance and control necessary to deliver the service, which is delivered on the basis of a contract and in normal circumstances has proven to result in verifiable and measurable or estimable energy efficiency improvement or primary energy savings;

  • Equalized assessed value means the assessed value of a property divided by the current average ratio of assessed to true value for the municipality in which the property is situated, as determined in accordance with sections 1, 5, and 6 of P.L.1973, c.123 (C.54:1-35a through C.54:1-35c).

  • Operating Profits means, as applied to any Person for any period, the operating income of such Person for such period, as determined in accordance with GAAP.

  • Monthly Earnings means your gross monthly income from your Employer, not including shift differential, in effect just prior to your date of disability. It includes your total income before taxes. It is prior to any deductions made for pre-tax contributions to a qualified deferred compensation plan, Section 125 plan or flexible spending account. It does not include income received from commissions, bonuses, overtime pay or any other extra compensation or income received from sources other than your Employer.

  • Net earned premium means the premiums earned in this State

  • Net energy metering means measuring the difference, over the net metering period, between (i)

  • Cost sharing means the respective share of Total Project Costs to be contributed by the Applicant and by DOE. The percentage of Applicant Cost Share is to be applied to the Total Project Cost (i.e., the sum of Applicant plus DOE Cost Shares) rather than to the DOE contribution alone.

  • Fixed Retained Yield Rate With respect to each Mortgage Loan, a per annum rate equal to the greater of (a) zero and (b) the Mortgage Interest Rate on such Mortgage Loan minus the sum of (i) 6.500%, (ii) the applicable Servicing Fee Rate and (iii) the Master Servicing Fee Rate.

  • Administrative Cost Rate As of any date of determination, a rate equal to the sum of the Servicing Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Ongoing Fee Rate, the CREFC® Intellectual Property Royalty License Fee Rate and the Trustee/Certificate Administrator Fee Rate.