Consolidated Adjusted EBITDA definition

Consolidated Adjusted EBITDA means, for any period, an amount determined for Company and its Subsidiaries on a consolidated basis equal to (i) the sum, without duplication, of the amounts for such period of (a) Consolidated Net Income, (b) Consolidated Interest Expense, (c) provisions for taxes based on income, (d) total depreciation expense, (e) total amortization expense, and (f) other non-Cash items reducing Consolidated Net Income (excluding any such non-Cash item to the extent that it represents an accrual or reserve for potential Cash items in any future period or amortization of a prepaid Cash item that was paid in a prior period), minus (ii) other non-Cash items increasing Consolidated Net Income for such period (excluding any such non-Cash item to the extent it represents the reversal of an accrual or reserve for potential Cash item in any prior period).
Consolidated Adjusted EBITDA means, for any period, Consolidated Net Income for such period plus, without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of (a) income tax expense, (b) interest expense, amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including the Loans), (c) depreciation and amortization expense, (d) amortization of intangibles (including, but not limited to, goodwill), (e) any extraordinary charges or losses determined in accordance with GAAP, (f) non-cash stock option and other equity-based compensation expenses and payroll tax expense related to stock option and other equity-based compensation expenses, (g) any other non-cash charges, non-cash expenses or non-cash losses of the Borrower or any Subsidiaries for such period (excluding any such charge, expense or loss incurred in the ordinary course of business that constitutes an accrual of, or a reserve for, cash charges for any future period), including, for the avoidance of doubt, non-cash foreign currency translation losses (including non-cash losses related to currency remeasurement of Indebtedness); provided, however that cash payments made in such period or in any future period in respect of such non-cash charges, expenses or losses (excluding any such charge, expense or loss incurred in the ordinary course of business that constitutes an accrual of, or a reserve for, cash charges for any future period) shall be subtracted from Consolidated Net Income in calculating Consolidated Adjusted EBITDA in the period when such payments are made, (h) transition, integration and similar fees, charges and expenses related acquisitions or dispositions, (i) restructuring charges, and (j) charges related to settlements of legal claims (provided that the amount that may be added back pursuant to clause (h), (i) and (j) may not in the aggregate for any four fiscal quarter period exceed the greater of (x) $5,000,000 and (y) 15% of Consolidated Adjusted EBITDA for such period (determined without giving effect to any such adjustment pursuant to such clause (h), (i) and (j))) and minus, to the extent included in the statement of such Consolidated Net Income for such period, the sum of (a) interest income, (b) any extraordinary income or gains determined in accordance with GAAP, and (c) any other non-cash income (excluding any items that represent the r...
Consolidated Adjusted EBITDA means, as to any Person for any period, an amount determined for such Person on a consolidated basis equal to the total of (a) Consolidated Net Income for such period plus (b) the sum, without duplication, of (to the extent deducted in calculating Consolidated Net Income, other than in respect of clauses (x), (xii), (xiv) and (xv) below) the amounts of:

Examples of Consolidated Adjusted EBITDA in a sentence

Notwithstanding anything to the contrary herein, at any time Consolidated Adjusted EBITDA is less than $0, there shall be no availability under any Total Net Leverage Ratio test when determining if any Loan Party or its subsidiaries may take any action permitted hereunder (including any incurrence of Indebtedness).

Notwithstanding anything to the contrary in this Agreement, but subject to the foregoing clauses (a) and (b) of this Section 1.7, all financial ratios and tests (including the Total Net Leverage Ratio and Consolidated Adjusted EBITDA) contained in this Agreement that are calculated with respect to any Reference Period during which any Subject Transaction occurs shall be calculated with respect to such Reference Period and such Subject Transaction on a Pro Forma Basis.


More Definitions of Consolidated Adjusted EBITDA

Consolidated Adjusted EBITDA means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:
Consolidated Adjusted EBITDA means, for any period, the sum of the amounts for such period of (i) Consolidated Net Income, (ii) Consolidated Interest Expense, (iii) provisions for taxes based on income, (iv) total depreciation expense, (v) total amortization expense, and (vi) other non-cash items reducing Consolidated Net Income less other non-cash items increasing Consolidated Net Income, all of the foregoing as determined on a consolidated basis for Lessee and its Subsidiaries in conformity with GAAP.
Consolidated Adjusted EBITDA means, for any period, an amount determined for Holdings and its Subsidiaries on a consolidated basis equal to (i) Consolidated Net Income, plus, to the extent reducing Consolidated Net Income, the sum, without duplication, of amounts for (a) consolidated interest expense, (b) provisions for taxes based on income, (c) total depreciation expense, (d) total amortization expense, (e) Transaction Costs incurred and paid in the period (to the extent expensed) in an aggregate amount since the Closing Date not to exceed $22,000,000, (f) management fees paid or accruing in such period (to the extent not added back in a prior period) in an amount not to exceed $2,000,000 per Fiscal Year, (g) Cash severance payments in connection with plant closures (including partial plant closures) related to the Acquisition, (h) Cash stand alone costs incurred prior to the date that is eighteen months after the Closing Date associated with the transition of Holdings and its Subsidiaries to a stand alone basis including fees paid to the Seller for transition services, fees paid to third parties for one time transition and migration services, and other expenses which are one time in nature and specifically related to readying the business for stand alone operations in an aggregate amount not to exceed $10,000,000, (i) Cash expenses related to third party advisors for service provided regarding acquisitions or divestitures permitted hereunder, (j) Cash financing charges including fees, expenses, underwriting discounts, prepayment premiums, including amounts paid under this Agreement or in connection with the incurrence of any other Indebtedness permitted hereunder, (k) unusual and non-recurring Cash charges, (l) Cash expenses (excluding severance payments) in connection with closures and consolidation of plants (including partial plant closures) in an aggregate amount not to exceed $10,000,000 per Fiscal Year, (m) one-time third party professional costs paid in Cash in connection with plant efficiency projects in an aggregate amount not to exceed $6,000,000 and (n) other non-Cash charges reducing Consolidated Net Income (excluding any such non-Cash charge to the extent that it represents an accrual or reserve for potential Cash charge in any future period or amortization of a prepaid Cash charge that was paid in a prior period), minus (ii) other non-Cash gains increasing Consolidated Net Income for such period (excluding any such non-Cash gain to the extent it represents the reversa...
Consolidated Adjusted EBITDA means, for any period, Consolidated Net Income for such period, plus without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of (a) income tax expense, (b) interest expense, amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including the Loans), (c) depreciation and amortization expense, (d) amortization of intangibles (including, but not limited to, goodwill) and organization costs, (e) any extraordinary charges or losses determined in accordance with GAAP, (f) non-cash stock option and other equity-based compensation expenses, (g) (i) non-cash costs or expenses resulting from purchase accounting adjustments and (ii) non-cash costs or expenses resulting from Build to Suit Obligations, (h) proceeds from business interruption insurance not otherwise included in Consolidated Net Income and to the extent offsetting lost operating income received during such period, (i) all customary fees, costs and expenses incurred or paid in connection with (A) Investments permitted hereunder (including Permitted Acquisitions) whether or not such Investment is consummated, (B) Asset Sales permitted hereunder and (C) the issuance, prepayment or amendment or refinancing of Indebtedness permitted hereunder or the issuance of Equity Interests of the Parent (including costs and expenses (including exploratory and preparatory costs) in connection with any IPO), (j) non-recurring signing costs, retention or completion bonuses and costs related to curtailments or modifications to pension and post-retirement employee benefit plans (including any settlement of pension liabilities), (k) the aggregate amount of one-time, non-recurring and extraordinary settlements of legal proceedings and regulatory matters; provided that the aggregate amount that may be added back pursuant to this clause (k) may not exceed $25,000,000 for any period, (l) non-recurring restructuring and similar charges, severance, relocation costs, integration and facilities opening costs and other business optimization expenses, transition costs, costs related to closure and consolidation of facilities; provided that the aggregate amount that may be added back pursuant to this clause (l) and the following clause (m) shall not exceed 25% of aggregate Consolidated Adjusted EBITDA for any period (determined without giving effect to any such adju...
Consolidated Adjusted EBITDA means, with respect to any Person on a consolidated basis for any period, the sum of:
Consolidated Adjusted EBITDA means, with respect to any Person for any period, the Consolidated Net Income of such Person and the Restricted Subsidiaries for such period plus, without duplication and to the extent deducted in determining Consolidated Net Income for such period, the sum of:
Consolidated Adjusted EBITDA means, for any period, the Consolidated Net Income for such period, plus: