Consolidated EBITDA

Consolidated EBITDA. Means, for any period, for Borrower and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Expense for such period, (ii) the provision for Federal, state, local and foreign income taxes payable by Borrower and its Subsidiaries for such period, (iii) depreciation and amortization expense, (iv) all non-cash expenses related to... stock-based compensation deducted to arrive at Consolidated Net Income, (v) other non-recurring expenses of Borrower and its Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or any future period, (vi) cash based restructuring charges, as defined under GAAP, for Excel-Tech (provided that the aggregate amount added to Consolidated Net Income for all periods pursuant to this clause (vi) shall not exceed $5,000,000), and (vii) expenses created by contingent consideration or transaction costs related to a business combination or acquisition, to the extent required to be expensed by Financial Accounting Standards Board's Statement of Financial Accounting Standards No. 141, Business Combinations, issued December 7, 2007 ("SFAS 141R"), and minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) interest income (ii) extraordinary or non-recurring non-cash income or gains, (iii) Federal, state, local and foreign income tax credits of Borrower and its Subsidiaries for such period, (iv) all non-cash items increasing Consolidated Net Income for such period, and (v) adjustments to income created by contingent consideration related to a business combination or acquisition, to the extent required to be recognized by SFAS 141R. View More

Consolidated EBITDA. Means the following, all calculated for the Borrower and its Subsidiaries on a consolidated basis for any period: Consolidated Net Income for such period (i) plus, to the extent deducted in determining Consolidated Net Income, (A) Consolidated Interest Expense, (B) expenses for taxes paid or accrued, and (C) depreciation and amortization, (ii) minus, to the extent included in Consolidated Net Income, (A) gains on sales of fixed assets, (B) extraordinary gains realized other than in the ordinary... course of business, and (C) income tax benefits, and (iii) plus, to the extent deducted in determining Consolidated Net Income, up to $3,000,000.00 in the aggregate of the following: (A) (1) fees to Capstone Corporate Recovery LLC, Gable & Gotwals or other counsel to the Lenders, Glass & Associates, and consultants retained by Borrower related to the reorganization of the Borrower's fabrication operations, (2) other expenses arising from the reorganization of Borrower's fabrication operations, (3) lease termination costs arising from the termination of leases occurring as a part of and during restructuring, and (4) costs and expenses related to the search for a replacement chief executive officer, but only to the extent paid or incurred on or before November 30, 2005; (B) severance payments and retention bonuses associated with restructuring; (C) legal fees and legal expenses incurred with regard to the enforcement and collection of the Large Disputed Accounts; (D) losses on sales of fixed assets approved by the Lenders and incurred prior to November 30, 2005; and (E) losses arising from the settlement of Large Disputed Accounts. View More

Consolidated EBITDA. For any period, the Consolidated Net Income of the Loan Parties plus, to the extent deducted from revenues in determining Consolidated Net Income, (a) Consolidated Interest Expense, (b) expense for income taxes paid or accrued, (c) depreciation, (d) amortization, (e) extraordinary losses incurred other than in the ordinary course of business and (f) all non-cash charges and expenses (including but not limited to asset impairment charges for inventory, investments in Joint Ventures, goodwill,... receivables and option deposit forfeitures, including, without limitation, any losses from the write-off or forfeiture of option deposits, whether in the form of cash or a Letter of Credit), minus, to the extent included in Consolidated Net Income, (i) extraordinary gains realized other than in the ordinary course of business, (ii) all non-cash gains and credits and (iii) interest income, all calculated for the Loan Parties (and excluding the Mortgage Banking Subsidiaries and any other Subsidiary of the Borrower that is not a Loan Party) on a consolidated basis. View More

Consolidated EBITDA. Means, for any period, the sum, without duplication, of the amounts for such period of (i) net income, plus, to the extent included as a deduction in arriving at consolidated net income for such period, (ii) (a) interest expense, net of interest income, (b) provisions for taxes based on income, (c) total depreciation expense, (d) total amortization expense, (e) non-cash compensation to employees related to stock options or other incentive programs, and (f) non-cash restructuring charges (as... reviewed and confirmed by the Company's independent public accountants), all of the foregoing as determined on a consolidated basis for the Company in conformity with United States generally accepted accounting principles. View More

Consolidated EBITDA. Reasonable fees, charges, costs and expenses, without duplication, incurred in connection with (i) the Eighth Amendment to the Prior Credit Agreement and Refinancing Issuance (as defined therein), (ii) the Senior Note Refinancing (as defined in the Prior Credit Agreement), (iii) the Existing Credit Agreement, (iv) this Agreement and the other Credit Documents, including any future amendment, restatement, supplement or other modification of this Agreement or any of the other Credit Documents,... and (v) to the extent permitted hereunder, (A) the issuance of Equity Interests and debt securities by the Partnership, and (B) the refinancing of High Yield Notes with the proceeds of Future High Yield Notes, including prepaid interest and early redemption premium (it being agreed that the addback described in this clause (h) shall be permitted with respect to each amendment or other transaction described in this clause (h) irrespective of whether such amendment or transaction is actually consummated); View More

Consolidated EBITDA. Means, as of any date of determination, the sum of (a) Consolidated Shareholders' Equity, (b) Consolidated Indebtedness for Borrowed Money and, without duplication, (c) Mandatory Payment Preferred Stock; provided that, for the purpose of calculating compliance with Section 7.2(a), Consolidated Capitalization shall be determined excluding any adjustment, non-cash charge to net income or other non-cash charges or writeoffs resulting thereto from the application of SFAS No. 142 and similar... provisions of GAAP. View More

Consolidated EBITDA. Deleted and replaced with "$10,000,000"

Consolidated EBITDA. (b) the amount of net cost savings projected by the Company in good faith to be realized as a result of actions taken or to be taken in connection with a purchase of assets from, or a sale of assets to, a third party (excluding the Waterworks Sale) (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that (x) such cost savings are reasonably... identifiable and factually supportable and (y) such net cost savings are reasonably expected to be realized within 18 months of the date of calculation of Consolidated EBITDA as evidenced by an Officer's Certificate prepared as of the date for which Consolidated EBITDA is being calculated (which adjustments may be incremental to (but not duplicative of) pro forma adjustments made pursuant to the proviso to the definition of "Consolidated Coverage Ratio," or "Consolidated Secured Leverage Ratio" or "Consolidated Leverage Ratio"), plus View More

Consolidated EBITDA. Notwithstanding the foregoing, for purposes of calculating the Interest Coverage Ratio, the Elmer's Transaction Expenses and the Jarden Transaction Expenses shall not be added back in calculating Consolidated EBITDA.

Consolidated EBITDA. For any period of determination, the sum of (without duplication, the following determined on a consolidated basis: (a) Consolidated Net Income during such period plus (b) to the extent deducted from Consolidated Net Income in such period: (i) income tax expense, (ii) franchise tax expense, (iii) Consolidated Interest Expense, (iv) amortization and depreciation during such period, (v) all non-cash charges and adjustments, (vi) non-recurring cash expenses related to any Permitted Acquisition,... (vii) expenses incurred during the fiscal quarters ending June 30, 2014 and September 30, 2014 in order to comply with the U.S. Foreign Corrupt Practices Act of 1977 and (viii) commencing with the fiscal quarter ending December 31, 2014, expenses incurred in order to comply with the U.S. Foreign Corrupt Practices Act of 1977; provided that the aggregate amount of all add backs taken in all periods pursuant to this clause (viii) shall not exceed $50,000,000; provided further that if the Borrower or any Subsidiary shall acquire or dispose of any Property in an aggregate amount of at least $1,000,000 during such period, then Consolidated EBITDA shall be calculated, with calculation in form and substance satisfactory to the Administrative Agent, after giving pro forma effect to such acquisition or disposition, as if such acquisition or disposition had occurred on the first day of such period (provided that the Administrative Agent is satisfied with the form and substance of the related projections) View More