Combined Net Income. For any fiscal period, the combined net income of both Borrowers and their Subsidiaries, collectively, for such period, as determined in accordance with GAAP, plus cash interest paid in such period on the Indebtedness under the Acquirer Subordinated Note to the extent not eliminated in the combined financial statements delivered by the Borrowers pursuant to Section 5.1(a), except that in no event shall such combined net income include: (a) any extraordinary or nonrecurring gains; (b) an amount of extraordinary or nonrecurring losses up to twenty-five percent (25%) of Combined EBIT for such fiscal period; (c) the net income of any Subsidiary during such period to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of such income is not permitted by operation of the terms of its organizational documents or any agreement, instrument or law applicable to such Subsidiary during such period, except that a Borrower’s equity in any net loss of any such Subsidiary for such period shall be included in determining Combined Net Income; (d) any income (or loss) for such period of any Person if such Person is not a Subsidiary of either Borrower or its Subsidiaries, except that a Borrower’s or its Subsidiaries equity in the net income of any such Person for such period shall be included in Combined Net Income up to the aggregate amount of cash actually distributed by such Person during such Period to its Parent or its Subsidiaries as a dividend or other distribution (and in the case of a dividend or other distribution to a Subsidiary, such Subsidiary is not precluded from further distributing such amount to such Parent as described in clause (b) of this proviso); (e) any gain or loss arising from any write-up of assets or “gain-on-sale” accounting (including without limitation with respect to sales to a Special Purpose Subsidiary), except to the extent inclusion thereof shall be approved in writing by the Agent; (f) earnings of any Subsidiary accrued prior to the date it became a Subsidiary; (g) any non-cash stock based compensation income or expense related to restricted stock or stock options; (h) any deferred or other credit representing any excess of the equity of any Subsidiary at the date of acquisition thereof over the amount invested in such Subsidiary; (i) the proceeds of any life insurance policy; and (j) any reversal of any contingency reserve, except to the extent that provision for such contingency reserve shal...
Combined Net Income. The definition of "Combined Net Income" is hereby amended by adding the following new sentence at the end thereof:
Combined Net Income. The definition of “Combined Net Income” in Section 1.1 of the Credit Agreement is hereby amended by inserting the phrase “Non-CLO” immediately preceding the reference to “Subsidiary” in the parenthetical in clause (b) therein.
Combined Net Income. The combined net income (or deficit) of the Guarantor and the Borrower, after deduction of all expenses, taxes and other proper charges determined in accordance with Generally Accepted Accounting Principles.
