Restructuring Cost Savings definition

Restructuring Cost Savings means, in connection with each Productive Cost Reduction Action, those demonstrable cost savings and other adjustments (in each case not included pursuant to clause (iii) of the definition of Pro Forma Basis contained herein) reasonably anticipated by the --- ----- U.S. Borrower to be achieved as a result of such Productive Cost Reduction Action, which cost savings and other adjustments shall be estimated on a good faith basis by the U.S. Borrower and certified in writing by the Chief Financial Officer of the U.S. Borrower.
Restructuring Cost Savings means the sum, without duplication, of (a) the aggregate amount relating to the achievement of Scheduled Seller Restructuring Actions taken by any Business Entity prior to the Closing as set forth on Exhibit XII and (b) the amount of new cost savings (“New Cost Savings”) attributable to New Seller Restructuring Actions. The amount of New Cost Savings attributable to New Seller Restructuring Actions shall be determined according to the following procedure: (i) prior to any New Seller Restructuring Action after the date hereof, MTH shall notify Reuters in writing of the intention to undertake the same, and provide in writing relevant details to allow Reuters to assess the extent to which such New Seller Restructuring Action would result in New Costs Savings, including MTH’s proposed calculation thereof (any such notice is referred to as an “MTH Cost Savings Notice”); (ii) Reuters shall promptly indicate to MTH in writing (the “Reuters Cost Savings Notice Response”) with sufficient detail and explanation thereof whether it agrees with such calculation or believes that the resulting New Costs Savings are in a different amount, the cost savings relating thereto are different from MTH’s calculations or other costs or exposures arise in connection therewith, or otherwise; and (iii) the savings as both MTH and Reuters, after good faith discussions between the Chief Executive Officer of MTH and the Global Head of Business Development of Reuters and acting reasonably based on the general principles set forth above, agree in writing result from the New Seller Restructuring Actions shall be considered New Cost Savings. In the event that MTH and Reuters fail to agree on the savings amount with respect to any MTH Cost Savings Notice, the Sellers may, but shall not be obligated to, perform the New Seller Restructuring Actions described therein so long as not in violation of any provision of this Agreement, provided that no New Cost Savings shall be attributed to such New Seller Restructuring Action, and the Sellers shall not be entitled to any adjustment to the Preliminary Cash Purchase Price resulting from such New Seller Restructuring Action. Subject to delivery to Reuters of a certificate Back to Contents signed by the President, Chief Executive Officer or other officer of comparable rank of MTH certifying the achievement prior to Closing of Scheduled Seller Restructuring Actions, if any, and New Seller Restructuring Actions, if any, and the aggregate amount of Restru...
Restructuring Cost Savings means, at any time of measurement, those demonstrable cost savings actually achieved in connection with or as a result of the Restructuring at any time prior to such time of measurement, PROVIDED that such cost savings (i) would be permitted to be recognized in PRO FORMA statements prepared in accordance with Regulation S-X of the Securities Act or (ii) are attributable to (w) headcount and other operating expense reductions, (x) direct labor and overhead reductions, (y) material sourcing and procurement or (z) consolidation and rationalization of distribution facilities.

Examples of Restructuring Cost Savings in a sentence

  • In addition to the adjustments contemplated by Section 2.5, the Preliminary Cash Purchase Price shall be increased by the amount of Restructuring Cost Savings (as defined below and as finally determined in accordance with the terms of this Section 2.6), if any, that result from actions that any Business Entity takes independently in connection with the operation of the Business prior to Closing (the “Seller Restructuring Actions”).

  • For each employee severed in a Seller Restructuring Action who is entitled to receive severance under the Asia/EMEA Policies, the Restructuring Cost Savings of such severance would be the severance that would have been payable to such employee by the Business Entities under the Asia/EMEA Policies had such employee remained employed through the Closing Date (assumed to be June 30, 2005).

  • No current asset or current liabilities shall be included for any items which would constitute "Restructuring Cost Savings" under Section 2.6 of the Agreement provided that such amount was not included in the adjustment to the Preliminary Purchase Price actually made pursuant to Section 2.6.


More Definitions of Restructuring Cost Savings

Restructuring Cost Savings means, at any time of measurement, those demonstrable cost savings actually achieved in connection with or as a result of the Transaction at any time after the consummation of the Transaction and prior to such time of measurement.

Related to Restructuring Cost Savings

  • Restructuring Costs means the costs, including both direct and indirect, of restructuring activities. Restructuring costs that may be allowed include, but are not limited to, severance pay for employees, early retirement incentive payments for employees, employee retraining costs, relocation expense for retained employees, and relocation and rearrangement of plant and equipment. For purposes of this definition, if restructuring costs associated with external restructuring activities allocated to DoD contracts are less than $2.5 million, the costs shall not be subject to the audit, review, and determination requirements of paragraph (c)(4) of this subsection; instead, the normal rules for determining cost allowability in accordance with FAR Part 31 shall apply.

  • Cost Savings has the meaning assigned to it in the definition of “Consolidated EBITDA”.

  • Pro Forma Cost Savings means, without duplication of any amounts referenced in the definition of “Pro Forma Basis,” an amount equal to the amount of cost savings, operating expense reductions, operating improvements (including the entry into any material contract or arrangement) and acquisition synergies, in each case, projected in good faith to be realized (calculated on a pro forma basis as though such items had been realized on the first day of such period) as a result of actions taken on or prior to, or to be taken by Lead Borrower (or any successor thereto) or any Restricted Subsidiary within 24 months of, the date of such pro forma calculation, net of the amount of actual benefits realized or expected to be realized during such period that are otherwise included in the calculation of Consolidated EBITDA from such action; provided that (a) such cost savings, operating expense reductions, operating improvements and synergies are factually supportable and reasonably identifiable (as determined in good faith by a responsible financial or accounting officer, in his or her capacity as such and not in his or her personal capacity, of Lead Borrower (or any successor thereto)) and are reasonably anticipated to be realized within 24 months after the date of such pro forma calculation and (b) no cost savings, operating expense reductions, operating improvements and synergies shall be added pursuant to this definition to the extent duplicative of any expenses or charges otherwise added to Consolidated Net Income or Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period; provided, further, that the aggregate amount added in respect of the foregoing proviso (or otherwise added to Consolidated Net Income or Consolidated EBITDA) shall no longer be permitted to be added back to the extent the cost savings, operating expense reductions, operating improvements and synergies have not been achieved within 24 months of the action or event giving rise to such cost savings, operating expense reductions, operating improvements and synergies.

  • Restructuring Expenses means losses, expenses and charges incurred in connection with restructuring by U.S. Borrower and/or one or more of its Subsidiaries, including in connection with integration of acquired businesses or persons, disposition of one or more Subsidiaries or businesses, exiting of one or more lines of businesses and relocation or consolidation of facilities, including severance, lease termination and other non-ordinary-course, non-operating costs and expenses in connection therewith.

  • Restructuring Charges means any charges or expenses in respect of restructuring or consolidating any business, operations or facilities, any compensation or headcount reduction, or any other cost savings, of any Persons or businesses either alone or together with the Company or any Restricted Subsidiary, as permitted by GAAP or Regulation S-X under the Securities Act.

  • Maintenance Capital Expenditures means cash expenditures (including expenditures for the addition or improvement to the capital assets owned by any Group Member or for the acquisition of existing, or the construction of new, capital assets) if such expenditures are made to maintain, including over the long term, the operating capacity or revenues of the Partnership Group.

  • Restructuring Loss means the loss on a modified or restructured loan measured by the difference between (a) the principal, Accrued Interest, tax and insurance advances, third party or other fees due on a loan prior to the modification or restructuring, and

  • Consolidated Depreciation and Amortization Charges means, for any period, the aggregate of all depreciation and amortization charges for fixed assets, leasehold improvements and general intangibles (specifically including goodwill) of Borrower for such period, as determined on a Consolidated basis and in accordance with GAAP.

  • Projected Recovery Amount The fair value of the estimated amount of subsequent recoveries, determined by Freddie Mac on the Termination Date, at its sole discretion, on the Credit Event Reference Obligations.

  • Consolidated Maintenance Capital Expenditures means, for any period, the aggregate amount of expenditures for additions to property, plant, and equipment that are not Consolidated Expansion Capital Expenditures.

  • Restructuring Plan means the Restructuring Plan attached hereto as Schedule 1.1.

  • Capitalized Expenditures means those expenditures that (i) would be capitalized under generally accepted accounting principles, and (ii) are incurred with respect to Shared-Loss Loans, Other Real Estate, Additional ORE or Subsidiary ORE. Capitalized Expenditures shall not include expenses related to environmental conditions including, but not limited to, remediation, storage or disposal of any hazardous or toxic substances or any pollutant or contaminant.

  • Capitalization Reimbursement Amount As to any Distribution Date, the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of the related Mortgage Loans during the prior calendar month and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date pursuant to Section 3.10(a)(vii), plus the Capitalization Reimbursement Shortfall Amount remaining unreimbursed from any prior Distribution Date and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date.

  • Net Capital Expenditures means for any period the amount by which Capital Expenditures during such period exceeds reimbursements for such items during such period from any fund established pursuant to the Loan Documents.

  • Capital Expenditure Budget shall constitute an estimate for the applicable period of the capital expenditures required to (i) accomplish capital enhancement projects included in the most recently approved Strategic Plan, (ii) maintain and preserve the Partnership's assets in good operating condition and repair and (iii) achieve or maintain compliance with any HSE Law.

  • Maintenance Capital Expenditure means cash expenditures (including expenditures for the construction of new capital assets or the replacement, improvement or expansion of existing capital assets) by a Group Member made to maintain, over the long term, the operating capacity or operating income of the Partnership Group. For purposes of this definition, “long term” generally refers to a period of not less than twelve months.

  • Restructuring Period means, whether or not there are Rated Securities at the time a Restructuring Event occurs, the period of 45 days starting from and including the day on which that Restructuring Event occurs.

  • Operating Profit means the excess of Gross Revenues over the following deductions (“Deductions”) incurred by Manager, on behalf of Owner, in operating the Hotel:

  • Recurrent Expenditure means any expenditure on the establishment, conduct, administration and maintenance of the Academy which does not fall within the categories of capital expenditure set out at clause 36. The Secretary of State shall pay two separate and distinct grants in respect of Recurrent Expenditure: General Annual Grant (“GAG”) and Earmarked Annual Grant (“EAG”). Capital Grant

  • Consolidated Amortization Expense means, for any period, the amortization expense of Borrower and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

  • management expense ratio means the total fees and expenses a fund paid during a year divided by its average assets for that year.

  • Planned Expenditures shall have the meaning provided in the definition of the term Excess Cash Flow.

  • Capitalized Software Expenditures means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Restricted Subsidiaries during such period in respect of licensed or purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of a Person and its Restricted Subsidiaries.

  • Allocated Loss Adjustment Expenses or “ALAE” means all court costs and court expenses; pre- and post-judgement interest; fees for service of process; attorneys’ fees; cost of undercover operative and detective services, costs of employing experts; costs for legal transcripts; costs for copies of any public records; costs of depositions and court-reported or recorded statements; costs and expenses of subrogation; and any similar fee, cost or expense reasonably chargeable to the investigation, negotiation, settlement or defense of a loss or a claim or suit against you, or to the protection and perfection of your or our subrogation rights.

  • Expansion Capital Expenditures means cash expenditures for Acquisitions or Capital Improvements. Expansion Capital Expenditures shall include interest (including periodic net payments under related interest rate swap agreements) and related fees paid during the Construction Period on Construction Debt. Where cash expenditures are made in part for Expansion Capital Expenditures and in part for other purposes, the General Partner shall determine the allocation between the amounts paid for each.

  • Consolidated Depreciation and Amortization Expense means, with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees or costs, capitalized expenditures, customer acquisition costs and incentive payments, conversion costs and contract acquisition costs, the amortization of original issue discount resulting from the issuance of Indebtedness at less than par and amortization of favorable or unfavorable lease assets or liabilities, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.