Definition of Post-Covenant Changeover Consolidated Net Income

  1. Post-Covenant Changeover Consolidated Net Income means, for any period, all amounts which, in accordance with GAAP, would be included as net income or net loss on the consolidated statements of income of the Parent and its Subsidiaries at such time; provided, however, that there shall be excluded from Post-Covenant Changeover Consolidated Net Income, without duplication, (a) the income of any Person in which any other Person has a joint interest (other than a Subsidiary), except to the extent of the amount of dividends or other distributions that were actually paid to the Parent or any of its Subsidiaries by such Person during such period; (b) the undistributed earnings of any Subsidiary of the Parent to the extent that the declaration or payment of dividends or distributions of such earnings by such Subsidiary is not at the time permitted by the terms of any contractual obligation or requirement of Law applicable to such Subsidiary, except that the Loan Party's equity in any net loss of any such Subsidiary for such period shall be included in the determination of Post-Covenant Changeover Consolidated Net Income; (c) extraordinary gains and extraordinary losses for such period; (d) any gain or loss realized during such period by Parent or any Subsidiary upon any sale of assets (other than dispositions in the ordinary course of business); (e) earnings resulting from any reappraisal, revaluation or write-up of assets during such period; or (f) (i) any net unrealized gain or loss (after any offset) resulting from obligations in respect of Swap Agreements, (ii) any net gain or loss resulting from currency translation gains or losses related to currency re-measurements of Indebtedness (including the net loss or gain (A) resulting from Swap Agreements for currency exchange risk and (B) resulting from intercompany Indebtedness) and all other foreign currency translation gains or losses to the extent such gain or losses are non-cash items, and (iii) any net after-tax income (loss) attributable to the early extinguishment or conversion of (A) Indebtedness, (B) obligations under any Swap Agreements or (C) other derivative instruments.

Definition of Post-Covenant Changeover Consolidated Net Income in Credit Agreement

Post-Covenant Changeover Consolidated Net Income means, for any period, all amounts which, in accordance with GAAP, would be included as net income or net loss on the consolidated statements of income of the Parent and its Subsidiaries at such time; provided, however, that there shall be excluded from Post-Covenant Changeover Consolidated Net Income, without duplication, (a) the income of any Person in which any other Person has a joint interest (other than a Subsidiary), except to the extent of the amount of dividends or other distributions that were actually paid to the Parent or any of its Subsidiaries by such Person during such period; (b) the undistributed earnings of any Subsidiary of the Parent to the extent that the declaration or payment of dividends or distributions of such earnings by such Subsidiary is not at the time permitted by the terms of any contractual obligation or requirement of Law applicable to such Subsidiary, except that the Loan Party's equity in any net loss of any such Subsidiary for such period shall be included in the determination of Post-Covenant Changeover Consolidated Net Income; (c) extraordinary gains and extraordinary losses for such period; (d) any gain or loss realized during such period by Parent or any Subsidiary upon any sale of assets (other than dispositions in the ordinary course of business); (e) earnings resulting from any reappraisal, revaluation or write-up of assets during such period; or (f) (i) any net unrealized gain or loss (after any offset) resulting from obligations in respect of Swap Agreements, (ii) any net gain or loss resulting from currency translation gains or losses related to currency re-measurements of Indebtedness (including the net loss or gain (A) resulting from Swap Agreements for currency exchange risk and (B) resulting from intercompany Indebtedness) and all other foreign currency translation gains or losses to the extent such gain or losses are non-cash items, and (iii) any net after-tax income (loss) attributable to the early extinguishment or conversion of (A) Indebtedness, (B) obligations under any Swap Agreements or (C) other derivative instruments.