Consolidated Net Income. For any fiscal period, the consolidated net income of the Parent and its Subsidiaries for such period, as determined in accordance with GAAP, except that in no event shall such consolidated net income include: (a) any extraordinary or nonrecurring gains; (b) 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 Parent’s equity in any net loss of any such Subsidiary for such period shall be included in determining Consolidated Net Income; (c) any income (or loss) for such period of any Person if such Person is not a Subsidiary of Parent or its Subsidiaries, except that Parent’s or its Subsidiaries equity in the net income of any such Person for such period shall be included in Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such Period to 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 Parent as described in clause (b) of this proviso); (d) 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; (e) earnings of any Subsidiary accrued prior to the date it became a Subsidiary; (f) any non-cash stock based compensation income or expense related to restricted stock or stock options; (g) 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; (h) the proceeds of any life insurance policy; and (i) any reversal of any contingency reserve, except to the extent that provision for such contingency reserve shall be made from income arising during such period.
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Samples: Credit Agreement (Microfinancial Inc), Credit Agreement (Microfinancial Inc)
Consolidated Net Income. For any fiscal period, the consolidated net income of the Parent and its Subsidiaries for such period, as determined in accordance with GAAP, except that in no event shall such consolidated net income include: (a) any extraordinary or nonrecurring gains; (b) 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 Parent’s equity in any net loss of any such Subsidiary for such period shall be included in determining Consolidated Net Income; (c) any income (or loss) for such period of any Person if such Person is not a Subsidiary of Parent or its Subsidiaries, except that Parent’s or its Subsidiaries equity in the net income of any such Person for such period shall be included in Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such Period to 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 Parent as described in clause (b) of this proviso); (d) 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; (e) earnings of any Subsidiary accrued prior to the date it became a Subsidiary; (f) any non-cash stock based compensation income or expense related to restricted stock or stock options; (g) 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; (h) the proceeds of any life insurance policy; and (i) any reversal of any contingency reserve, except to the extent that provision for such contingency reserve shall be made from income arising during such period.the
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Consolidated Net Income. For any fiscal period, (i) the consolidated net income (or loss) of the Parent Borrower and its Subsidiaries for such period, as period determined on a consolidated basis in accordance with GAAP, except GAAP on a consolidated basis (without duplication) for such period (without deduction for minority interests); ________ provided that in no event shall such consolidated net income include: determining Consolidated Net Income, (a) the net income of any extraordinary other Person which is not a Subsidiary of the Borrower, is an Unrestricted Subsidiary or nonrecurring gainsis accounted for by the Borrower by the equity method of accounting shall be included only to the extent of the payment of cash dividends or cash distributions by such other Person to the Borrower or a Guarantor that could be made during such period; provided, however, that for purposes of calculating the Cumulative Credit for purposes of Section 7.06(e)(y), such income shall only be included (directly or indirectly) to the extent such cash dividends or other cash distributions are actually received from such other Person by the Borrower or a Guarantor, (b) the net income of any Subsidiary during such period of the Borrower shall be excluded to the extent that the declaration or payment of cash dividends or similar cash distributions by such that Subsidiary of such that net income is not at the date of determination permitted by operation of the terms of its organizational documents charter or any agreement, instrument or law applicable to such Subsidiary during such period(other than (i) restrictions that have been waived or otherwise released, except that Parent’s equity (ii) restrictions pursuant to the Loan Documents and or the ABL Facility Documentation and (iii) restrictions arising pursuant to an agreement or instrument if the encumbrances and restrictions contained in any net such agreement or instrument taken as a whole are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower in good faith)) and (c) the income or loss of any such Subsidiary for such period shall be included in determining Consolidated Net Income; (c) any income (or loss) for such period of any Person if such Person is not a Subsidiary of Parent or its Subsidiaries, except that Parent’s or its Subsidiaries equity in the net income of any such Person for such period shall be included in Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such Period to 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 Parent as described in clause (b) of this proviso); (d) 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; (e) earnings of any Subsidiary accrued prior to the date it became becomes a Subsidiary; (f) any non-cash stock based compensation income Subsidiary or expense related to restricted stock is merged into or stock options; (g) any deferred consolidated with the Borrower or other credit representing any excess of the equity of any Subsidiary at or the date of acquisition thereof over that such Person’s assets are acquired by the amount invested in such Subsidiary; (h) the proceeds of Borrower or any life insurance policy; and (i) any reversal of any contingency reserve, except to the extent that provision for such contingency reserve Subsidiary shall be made from income arising during such period.excluded. Consolidated Net Income = ________
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Consolidated Net Income. For any fiscal period, (i) the consolidated net income (or loss) of the Parent and its Subsidiaries for such period, as period determined on a consolidated basis in accordance with GAAPGAAP on a consolidated basis (without duplication) for such period (without deduction for minority interests); ________ provided, except that in no event shall such consolidated net income include: determining Consolidated Net Income, (a) the net income of any extraordinary other Person which is not a Restricted Subsidiary, is an Unrestricted Subsidiary or nonrecurring gains; is accounted for by Parent by the equity method of accounting shall be included only to the extent of the payment of cash dividends or cash distributions by such other Person to Parent, Restricted Subsidiaries or another Restricted Subsidiary that are made during such period, (b) the net income of any Subsidiary during such period of Parent shall be excluded to the extent that the declaration or payment of cash dividends or similar cash distributions by such that Subsidiary of such that net income is not at the date of determination permitted by operation of the terms of its organizational documents charter or any agreement, instrument or law applicable to such Subsidiary during such period(other than (i) restrictions that have been waived or otherwise released, except that Parent’s equity (ii) restrictions pursuant to the Loan Documents and or the Term Debt Documentation, and (iii) restrictions arising pursuant to an agreement or instrument if the encumbrances and restrictions contained in any net such agreement or instrument taken as a whole are not materially less favorable to the Secured Parties than the encumbrances and restrictions contained in the Loan Documents (as determined by Parent in good faith)), and (c) the income or loss of any such Subsidiary for such period shall be included in determining Consolidated Net Income; (c) any income (or loss) for such period of any Person if such Person is not a Subsidiary of Parent or its Subsidiaries, except that Parent’s or its Subsidiaries equity in the net income of any such Person for such period shall be included in Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such Period to 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 Parent as described in clause (b) of this proviso); (d) 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; (e) earnings of any Subsidiary accrued prior to the date it became becomes a Subsidiary; (f) any non-cash stock based compensation income Subsidiary or expense related to restricted stock is merged into or stock options; (g) any deferred consolidated with Parent or other credit representing any excess of the equity of any Subsidiary at or the date of acquisition thereof over the amount invested in that such Subsidiary; (h) the proceeds of Person’s assets are acquired by Parent or any life insurance policy; and (i) any reversal of any contingency reserve, except to the extent that provision for such contingency reserve Subsidiary shall be made from income arising during such period.excluded. Consolidated Net Income = ________
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Consolidated Net Income. For any fiscal period, the consolidated net income gross revenues of the Parent GNA and its Subsidiaries for such period, as less all expenses and other proper charges, all determined in accordance with GAAP, except that but in no any event there shall be excluded or deducted from such consolidated net income includegross revenues: (a) any extraordinary or nonrecurring gains; (b) 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 Parent’s equity in any net loss of any such Subsidiary for such period shall be included in determining Consolidated Net Income; (c) any income (or loss) for such period of any Person if such Person is not a Subsidiary of Parent or its Subsidiaries, except that Parent’s or its Subsidiaries equity in the net income of any such Person for such period shall be included in Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such Period to 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 Parent as described in clause (b) of this proviso); (di) 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)assets, except to the extent inclusion thereof shall be approved in writing by the AgentMajority Lenders; (eii) earnings of any Subsidiary accrued prior to the date it became a Subsidiary; (fiii) any non-cash stock based compensation income extraordinary or expense related to restricted stock or stock optionsnonrecurring gains; (giv) 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; (hv) the net earnings of any business entity (other than a Subsidiary) in which GNA or any Subsidiary has an ownership interest, except to the extent such net earnings shall have actually been received by GNA or such Subsidiary in the form of cash distributions; (vi) the proceeds of any life insurance policy; and (ivii) any reversal of any contingency reserve, except to the extent that provision for such contingency reserve shall be made from income arising during such period; and (viii) for any period when a Borrower is an S Corporation, an amount equal to the Sub S Distribution Amount with respect to such Borrower. Consolidated Net Worth. At any date as of which the amount thereof shall be determined, the consolidated total assets of GNA and its Subsidiaries, with Inventory and cost of goods determined on an average "first in, first out" basis consistent with the Borrowers' past practices, plus the value of the minority interests in Holding, and minus (a) Consolidated Total Liabilities and (b) the sum of any amounts attributable to (i) all reserves not already deducted from assets or included in Consolidated Total Liabilities, (ii) any write-up in the book value of assets resulting from any revaluation thereof subsequent to the date of the Initial Financial Statements, (iii) intercompany accounts with Subsidiaries and Affiliates (including receivables due from Subsidiaries and Affiliates), (iv) the value, if any, attributable to any capital stock of GNA or any Subsidiary held in treasury, (v) the value, if any, attributable to any notes or subscriptions receivable due from stockholders in respect of capital stock; and, (vi) an amount equal to the excess, if any, of the Sub S Distribution Amount for the twelve months preceding the date of computation of Consolidated Net Worth over the total amount distributed to stockholders in respect to such twelve month period pursuant to Section 7.6(b) and deducted in computing such Consolidated Net Worth.
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