Specified Charges means (a) out-of-pocket costs, fees and expenses for attorneys, auditors, accountants, consultants, and advisors retained by the Borrower incurred in connection with the Mergers, this Agreement (including, for the avoidance of doubt, costs, fees, and expenses incurred in connection with satisfying the conditions precedent in Sections 4.01(e) and 4.01(f)), and the transactions contemplated by the Dex Support Agreement, including, incurred in connection with the events leading up to, and throughout, the ongoing administration of the Chapter 11 Cases and (b) out-of-pocket costs, fees and expenses for attorneys, auditors, accountants, consultants, and advisors retained by the Administrative Agent and the steering committee Lenders and reimbursed by the Borrower (without, including without limitation, the fees and expenses of the Administrative Agent and the steering committee Lenders) incurred in connection with this Agreement (including, for the avoidance of doubt, costs, fees, and expenses incurred in connection with satisfying the conditions precedent in Sections 4.01(e) and 4.01(f)), and the transactions contemplated by the Dex Support Agreement, including, incurred in connection with the events leading up to, and throughout, the ongoing administration of the Chapter 11 Cases.
Specified Charges means (a) out-of-pocket cash costs, fees and expenses for attorneys, auditors, accountants, consultants, and advisors retained by Parent, any Borrower or any of their respective Subsidiaries and incurred in connection with this Agreement and (b) out-of-pocket costs, fees and expenses for attorneys, auditors, accountants, consultants, and advisors retained by the Administrative Agent and the Lenders and reimbursed by Parent, any Borrower or any of their respective Subsidiaries (without, including without limitation, the fees and expenses of the Administrative Agent) incurred in connection with this Agreement.
Specified Charges means the sum of (i) costs related to the Spin-Off and related restructuring charges not to exceed $100,000,000 (and the cash amount of which does not exceed $50,000,000), to the extent such costs and/or charges shall have been accrued prior to December 31, 2000 plus (ii) restructuring charges and costs not to exceed $340,000,000 (and the cash amount of which does not exceed $20,000,000) to the extent such costs and/or charges shall have been accrued prior to December 31, 2001.";
Examples of Specified Charges in a sentence
If, however, the Company's interpretation is incorrect and the Specified Charges cannot be added back to Consolidated Cash Flow, then the Company's ability to incur additional indebtedness will be reduced.
Specifically, the Company has treated, and intends to continue to treat, the following items (the "Specified Charges") as "extraordinary" for purposes of the definition of Consolidated Cash Flow: o In April 1996, the Company entered into an agreement with D.
The Proposed Amendments will confirm the Company's interpretation of "Consolidated Cash Flow" and will waive any Default or Event of Default and any and all consequences under the Series E Certificate that would have occurred, either historically or prospectively, were the Specified Charges (as defined) not appropriately added back in calculating Consolidated Cash Flow.
In addition, the low levels of inventories in markets such as Europe and Middle East have helped prices to recover.
The Certificate of Amendment will amend the definition of "Consolidated Cash Flow" to expressly include in such definition (i) the Specified Charges and (ii) unusual and nonrecurring charges paid or accrued in 1997 or 1998 relating to the Merger Agreement, the Spin-Off and the transactions related thereto.
More Definitions of Specified Charges
Specified Charges means costs related to the Spin-Off and related restructuring charges accrued during the fiscal quarter in which the Spin-Off occurs or during the next seven succeeding fiscal quarters not to exceed $100,000,000 (and the cash amount of which does not exceed $50,000,000).
Specified Charges means (i) costs related to the Spin-Off and related restructuring changes not to exceed $100,000,000 (and the cash amount of which does not exceed $50,000,000) and (ii) charges for Intangible Assets and goodwill not to exceed $300,000,000, in each case to the extent such costs and/or charges shall have been accrued prior to December 31, 2000.
Specified Charges means (a) out-of-pocket costs, fees and expenses for attorneys, auditors, accountants, consultants, and advisors retained by the Borrower incurred in connection with the Mergers, this Agreement (including, for the avoidance of doubt, costs, fees, and expenses incurred in connection with satisfying the conditions precedent in Sections 4.01(e) and 4.01(f)) and the other Loan Documents, and the transactions contemplated by the SuperMedia Support Agreement, including, those incurred in connection with the events leading up to, and throughout, the ongoing administration of the Chapter 11 Cases and (b) out-of-pocket costs, fees and expenses for attorneys, auditors, accountants, consultants, and advisors retained by the Administrative Agent and the steering committee Lenders and reimbursed by the Borrower (without, including without limitation, the fees and expenses of the Administrative Agent and the steering committee Lenders) incurred in connection with this Agreement (including, for the avoidance of doubt, costs, fees, and expenses incurred in connection with satisfying the conditions precedent in Sections 4.01(e) and 4.01(f)) and the other Loan Documents, and the transactions contemplated by the SuperMedia Support Agreement, including, those incurred in connection with the events leading up to, and throughout, the ongoing administration of the Chapter 11 Cases.
Specified Charges losses from operations at the Specified Closed Facilities and cash costs and charges related to the closing of operations and the termination of employees at the Specified Closed Facilities, in an aggregate amount not to exceed $26,100,000.
Specified Charges means, as of the end of any Fiscal Quarter, the sum of (a) Plant Expenditures for the four (4) Fiscal Quarters then ending plus (b) Total Development Expenditures as of such date plus (c) Interest Expense for the four (4) Fiscal Quarters then ending plus (d) the aggregate amount of federal and state taxes on or measured by income of Borrower and its Subsidiaries paid in Cash during the four (4) Fiscal Quarters then ending.
Specified Charges means the sum of (i) costs related to the Spin-Off and related restructuring charges not to exceed $100,000,000 (and the cash amount of which does not exceed $50,000,000), to the extent such costs and/or charges shall have been accrued prior to December 31, 2000, (ii) restructuring charges and costs not to exceed $340,000,000 (and the cash amount of which does not exceed $20,000,000) to the extent such costs and/or charges shall have been accrued prior to December 31, 2001, (iii) transaction costs not to exceed $3,300,000 related to the Company's acquisition of its cardiovascular business in Japan (previously operated as a joint venture with Xxxxxx International Inc.), to the extent such costs shall have been accrued prior to December 31, 2002, and (iv) non-cash charges not to exceed $73,600,000 related to the Company's write-down of its equity investment in World Heart Corporation, to the extent such charges shall have been accrued prior to December 31, 2002.
Specified Charges means those items, and only those items, set forth on Part 1 of Schedule 1.01 hereof. 2.2 AMENDMENT TO SCHEDULE 1.01.