Permitted Adjustments means adjustments to Consolidated EBITDA for the periods and in the amounts set forth on Schedule 1.1(c).
Permitted Adjustments means, for the purpose of calculating the Leverage Test, pro forma adjustments arising out of events (including cost savings resulting from head count reduction, closure of facilities and similar restructuring charges) which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact; provided that such adjustments are set forth in an Officers’ Certificate signed by the Company’s chief financial officer and another officer which states (i) the amount of such adjustment or adjustments, (ii) that such adjustment or adjustments are based on the reasonable good faith beliefs of the officers executing such Officers’ Certificate at the time of such execution and (iii) that any related Incurrence of Indebtedness is permitted pursuant to this Indenture.
Permitted Adjustments means each of the dollar amount of adjustments to Adjusted EBITDA of Holdings and its Subsidiaries described on Exhibit PA hereto which shall be deemed to be applicable in computing Adjusted EBITDA only for a period of 12 months after the date described on Exhibit PA pertaining to such adjustments.
Examples of Permitted Adjustments in a sentence
The annual contract price for Services provided for the period from July 1, 2021, through June 30, 2022, subject to Permitted Adjustments for that period, is One Hundred Twenty Million and 00/100 Dollars ($120,000,000.00).
The annual contract price for Services provided the period from July 1, 2023 through June 30, 2024, subject to Permitted Adjustments for that period is One Hundred Twenty-Six Million and 00/100 Dollars ($126,000,000).
Pursuant to the Completion, PT Usaha will hold up to 8,017,510 Shares (subject to Permitted Adjustments).
For the avoidance of doubt, proceeds of any Disposition shall constitute Monetization Revenu (after giving effect to any Permitted Adjustments).
Pursuant to the Completion, Eden will hold up to 24,047,721 Shares (subject to Permitted Adjustments).
More Definitions of Permitted Adjustments
Permitted Adjustments means, with respect to any Subject Transactions, pro forma adjustments arising out of events which are directly attributable to such Subject Transactions, are factually supportable and are expected to have a continuing impact, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges and raw material and other cost savings, which pro forma adjustments are certified by the Chief Financial Officer of Holdings and which are determined (i) on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission or (ii) solely in the case of additional pro forma adjustments to Consolidated Adjusted EBITDA in an aggregate amount (for all Subject Transactions during the period of determination and together with any adjustments to Consolidated Adjusted EBITDA pursuant to Section 6.8(d)(ii) for the same period) not to exceed 7.5% of pro forma Consolidated Adjusted EBITDA (as reformulated) for the period of determination, on such other basis as may be certified by the Chief Financial Officer of Holdings to be in compliance with the requirements of this definition.
Permitted Adjustments means, for the purpose of calculating the Leverage Test, pro forma adjustments arising out of events (including cost savings resulting from head count reduction, closure of facilities and similar restructuring charges) which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, which would be permitted by Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Commission; provided that such adjustments are set forth in an Officers’ Certificate signed by the Company’s chief financial officer and another officer which states (i) the amount of such adjustment or adjustments, (ii) that such adjustment or adjustments are based on the reasonable good faith beliefs of the officers executing such Officers’ Certificate at the time of such execution and (iii) that any related Incurrence of Indebtedness is permitted pursuant to this Indenture.
Permitted Adjustments means, for any period, and without duplication, (i) cash and non-cash restructuring expenses incurred by the Parent or any Restricted Subsidiaries during such period that are directly attributable to identified restructuring initiatives, to the extent such cash restructuring charges do not exceed $100,000,000 in the aggregate for all periods from and after April 1, 2018, (ii) (a) deferred commissions earned and received in cash by any Person acquired pursuant to an Acquisition (net of commissions payable) for transactional activity, to the extent such activity was completed prior to the acquisition of such Person by the Parent or a Restricted Subsidiary and not previously recognized as revenue by the Parent or its Restricted Subsidiaries, not to exceed $50,000,000 for any four consecutive fiscal quarter period or $100,000,000 in the aggregate for all periods from and after April 1, 2018, (iii) 2021; (b) impairment and other non-cash charges related to direct or indirect co-investments in real estate or real estate related assets, including notes and other securities, of the Parent and its Restricted Subsidiaries, (iv) ; (c) non-cash charges arising from the impairment of goodwill or other intangible assets in accordance with and as required by FASB Accounting Standards Codification Topic 350 (formerly SFAS 142) under GAAP or any successor standard, (v) acquisition, integration and transition charges (including costs for client or investor consents treated as an expense or reduction of revenue rather than purchase price) directly related to any Permitted Acquisition pursued or closed on or after July 1, 2017 to the extent such charges or reduction of revenue do not exceed $400,000,000 in the aggregate for all such Permitted Acquisitions for all periods from and after April 1, 2018, (vi) the subtraction of non-cash gains or the addition of non-cash losses relating to (a) changes in
Permitted Adjustments means, for any period, and without duplication, (i) cash and non-cash restructuring expenses incurred by the Parent or any Restricted Subsidiaries during such period that are directly attributable to identified restructuring initiatives, to the extent such cash restructuring charges do not exceed $100,000,000 in the aggregate for all periods from and after April 1, 2016, (ii) deferred commissions earned and received in cash by any Person acquired pursuant to an Acquisition (net of commissions payable) for transactional activity, to the extent such activity was completed prior to the acquisition of such Person by the Parent or a Restricted Subsidiary and not previously recognized as revenue by the Parent or its Restricted Subsidiaries, not to exceed $50,000,000 for any four consecutive fiscal quarter period or $100,000,000 in the aggregate for all periods from and after Xxxxx 0, 0000, (xxx) impairment and other non-cash charges related to direct or indirect co-investments in real estate or real estate related assets, including notes and other securities, of the Parent and its Restricted Subsidiaries funded prior to April 1, 2016, not to exceed $50,000,000 in the aggregate for all periods from and after April 1, 2016, (iv) non-cash charges arising from the impairment of goodwill or other intangible assets in accordance with and as required by FASB Accounting Standards Codification Topic 350 (formerly SFAS 142) under GAAP or any successor standard, (v) acquisition, integration and transition charges (including costs for client or investor consents treated as an expense or reduction of revenue rather than purchase price) directly related to any Permitted Acquisition pursued or closed on or after July 1, 2015 to the extent such charges or reduction of revenue do not exceed $400,000,000 in the aggregate for all such Permitted Acquisitions for all periods from and after April 1, 2016, (vi) the subtraction of non-cash gains or
Permitted Adjustments means, for any period, and without duplication, each of the following items except as determined to the contrary by the Administrator: (i) cash and non-cash restructuring expenses incurred by the Company or any Subsidiaries during such period, (ii) impairment and other non-cash charges related to direct or indirect co-investments, including notes and other securities, of the Company and its Subsidiaries, (iii) non-cash charges arising from the impairment of goodwill or other intangible assets in accordance with and as required by FASB Accounting Standards Codification Topic 350 (formerly SFAS 142) under GAAP or any successor standard, (iv) acquisition, integration and transition charges directly related to any acquisition pursued or closed on or after January 1, 2018, (v) any non-recurring fees, expenses or charges paid in connection with debt or equity financing activities, (vi) the aggregate amount of write-downs of tax indemnification assets to the extent a tax reserve related to such tax indemnification is released and (vii) increases or decreases in income or expense attributable to changes in GAAP or tax rules on or after January 1, 2018. In addition, the Administrator may, in its discretion, make any other adjustments as it determines are appropriate to reflect unexpected or non-recurring variations in EBITDA.
Permitted Adjustments means, for the purpose of calculating the Leverage Test and the Interest Coverage Test, pro forma adjustments arising out of events (including cost savings resulting from head count reduction, closure of facilities and similar restructuring charges) which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, which (a) would be permitted by Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Commission or (b) after the Distribution Date, have been realized or are reasonably expected to be realized within six (6) months following any such transaction; provided that, in either case, such adjustments are set forth in an Officers’ Certificate signed by the Company’s chief financial officer and another officer which states (i) the amount of such adjustment or adjustments, (ii) that such adjustment or adjustments are based on the reasonable good faith beliefs of the officers executing such Officers’ Certificate at the time of such execution and (iii) that any related Incurrence of Indebtedness is permitted pursuant to the Indenture.
Permitted Adjustments means, without duplication, changes to the financial statements of EOTT LLC and its Consolidated Subsidiaries resulting solely from: