Consolidated Adjusted EBITDA

Consolidated Adjusted EBITDA. Has the meaning set forth in the Credit Agreement.

Consolidated Adjusted EBITDA. Means, with reference to any period, (i) the net income (or loss) of the Borrower and its consolidated Subsidiaries for such period calculated on a consolidated basis in accordance with GAAP, PLUS (ii) to the extent taken into account in determining such net income (or loss), the sum of interest expense, expense for taxes paid or accrued, depreciation, amortization, and extraordinary losses incurred other than in the ordinary course of ... business, MINUS (iii) to the extent taken into account in determining such net income (or loss), extraordinary gains realized other than in the ordinary course of business, MINUS (iv) to the extent taken into account in determining such net income (or loss), equity earnings of any Person in which the Borrower or any of its consolidated Subsidiaries has an interest (which interest does not cause the net income of such other Person to be consolidated with the net income of the Borrower and its consolidated Subsidiaries in accordance with GAAP), PLUS (v) the aggregate amount of all cash dividends and other distributions of cash actually received by the Borrower or any of its consolidated Subsidiaries during such period from any Person in which the Borrower or any of its consolidated Subsidiaries has an interest (which interest does not cause the net income of such other Person to be consolidated with the net income of the Borrower and its consolidated Subsidiaries in accordance with GAAP). View More

Consolidated Adjusted EBITDA. For any fiscal period shall mean an amount equal to Consolidated EBITDA for such fiscal period minus the sum of any amounts attributable to any of the following for such fiscal period: (i) income tax expense, (ii) Capital Expenditures funded internally by the Borrower and its subsidiaries, (iii) cash dividends or distributions in respect of the Borrower's capital stock, (iv) payments by the Borrower in respect of any repurchase, redemption, conversion or other retirement of any of... the Borrower's capital stock, and (v) payments due by Borrower in respect of the deferred purchase price of assets pursuant to acquisitions permitted by Sections 8(c) and 6(k) hereunder, all as determined in accordance with GAAP to the extent applicable. View More

Consolidated Adjusted EBITDA. Means, for any period, determined with respect to any Person(s) on a consolidated basis, an amount equal to the sum of (a) net income (or loss) of such Person(s) for such period determined on a consolidated basis (prior to any impact from minority interests and before deduction of Preferred Dividends on preferred stock, if any, of such Person(s)), in accordance with GAAP, plus the following (but only to the extent actually included in determination of such net income (or loss)): (i)... depreciation and amortization expense, (ii) interest expense, (iii) income tax expense and (iv) extraordinary or non-recurring gains and losses; plus (b) each such Person's pro rata share of Consolidated Adjusted EBITDA of its Unconsolidated Affiliates, determined in each case in accordance with GAAP. View More

Consolidated Adjusted EBITDA. Means, at any date of determination, an amount equal to Consolidated Net Income of the Borrower and its Subsidiaries on a consolidated basis for the most recently completed Measurement Period plus (a) the following to the extent deducted in calculating such Consolidated Net Income and without duplication: (i) Consolidated Interest Charges, (ii) the provision for Federal, state, local and foreign income taxes payable, (iii) depreciation and amortization expense, (iv) non-cash equity compensation... expense accounted for under the Financial Accounting Standards Board guidance for stock based compensation, (v) other non-recurring expenses reducing such Consolidated Net Income which do not represent a cash item in such period or any future period (in each case of or by the Borrower and its Subsidiaries for such Measurement Period), (vi) for the fiscal quarter ended June 30, 2010, "Restructuring and other charges" as reflected in Borrower's financial statements actually incurred and paid or payable in cash ("cash restructuring charges") in an amount of $622,824, (vii) for the fiscal quarter ended September 30, 2010, cash restructuring charges actually incurred and paid or payable in cash prior to June 30, 2010 in an amount of $474,790, (viii) for the fiscal quarter ended December 31, 2010, cash restructuring charges actually incurred and paid or payable in cash prior to June 30, 2010 in an amount of $91,604, (ix) identified restructuring and other charges as detailed in the Borrower's financial model dated as of September 22, 2011 delivered to the Administrative Agent ("Identified Charges"), and incurred in the relevant period, in the aggregate amount not to exceed (A) $679,000 for the fiscal quarter ended December 31, 2010, (B) $448,000 for the fiscal quarter ended March 31, 2011, (C) $4,266,000 for the fiscal quarter ended June 30, 2011, and (D) $7,284,000 for the fiscal quarter ended September 30, 2011, and (x) the non-cash loss on extinguishment related to payment of "Obligations" under the Existing Credit Agreement, minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) Federal, state, local and foreign income tax credits, and (ii) all non-cash items increasing Consolidated Net Income (in each case of or by the Borrower and its Subsidiaries for such Measurement Period). View More

Consolidated Adjusted EBITDA. Means that certain Subordinated Guaranty of Collection, dated as of May 1, 2013, made by CERC in favor of Citibank, N.A., as agent, for the ratable benefit of itself and the lenders under the Midstream JV Term Loan Agreement.

Consolidated Adjusted EBITDA. All transaction fees, charges and other amounts related to the Transactions occurring on or about the Closing Date and the transactions contemplated by the First Amendment occurring on or about the First Amendment Effective Date (in each case, including any financing fees, legal fees and expenses, due diligence fees or any other fees and expenses in connection therewith)

Consolidated Adjusted EBITDA. Means, for any period, the sum of the following determined on a Consolidated basis, without duplication, for the Borrower and its Subsidiaries in accordance with GAAP: (a) Consolidated Net Income for such period plus (b) the sum of the following, without duplication, to the extent deducted in determining Consolidated Net Income for such period: (i) income and franchise taxes accrued during such period, (ii) Consolidated Interest Expense for such period, (iii) amortization, depreciation and... other non-cash items for such period, including any non-cash write-downs or non-cash write-offs including fixed asset impairments or write-downs, intangible asset impairments and deferred tax asset write-offs (except to the extent that such non-cash charges are reserved for cash charges to be taken in the future), (iv) extraordinary losses during such period (excluding extraordinary losses from discontinued operations), (v) non-cash stock compensation expense, (vi) out-of-pocket costs and expenses paid in cash by the Borrower attributable to the restatement of Borrower's financial statements, and (vii) out-of-pocket costs and expenses paid or reimbursed in cash by the Borrower attributable to (A) the consultants and appraisers engaged by the Administrative Agent pursuant to Section 5 of the Agreement and (B) visits and inspections made by the Administrative Agent pursuant to Section 7.13 of the Credit Agreement, less (c) interest income, Federal, state, local and foreign income tax benefits, write-ups, re-evaluations and non-cash gains resulting from the marking or re-evaluation of any asset and any extraordinary gains during such period. View More