Consolidated EBITDA

Consolidated EBITDA. One-time charges occurring no more than one time per fiscal year for restructurings, settlements of pending or threatened litigation or governmental investigations and losses from discontinued operations not to exceed in the aggregate $50,000,000 for the fiscal year ended December 31, 2006 and not to exceed in the aggregate $10,000,000 during any period of four fiscal quarters (commencing with the fiscal quarter ended March 31, 2007); minus

Consolidated EBITDA. Shall have the same meaning as that defined in Section 1.01 of the Credit Agreement entered into among Axcan Intermediate, Axcan US Partnership 1 LP, Axcan MidCo Inc., and Bank of America, N.A. as in effect on Closing or as such definition is amended thereafter with the consent of the Manager.

Consolidated EBITDA. Provided, that the portion of such charges for non-recurring items representing cash charges so added to Consolidated Net Income shall not exceed a cumulative amount of $20,000,000 from and after August 24, 2002

Consolidated EBITDA. Means, with respect to any Person and its Subsidiaries for any period, the Consolidated Net Income of such Persons for such period, plus (i) without duplication, the sum of the following amounts of such Persons for such period to the extent deducted in determining Consolidated Net Income of such Persons for such period: (A) Consolidated Net Interest Expense, (B) income tax expense, (C) depreciation expense and (D) amortization... expense; provided, that for purposes of Sections 7.03(b) and (d) Consolidated EBITDA shall be deemed to be Consolidated EBITDA for the 12 month period most recently ended; provided further that for purposes of Section 7.03(a), Consolidated EBITDA for the monthly periods ending January 2006 through December 2006 shall be deemed to be EBITDA calculated on a cumulative year-to-date basis and for all periods thereafter, Consolidated EBITDA shall be deemed to be Consolidated EBITDA for the 12 month period most recently ended. View More

Consolidated EBITDA. Means for any period, Borrower's consolidated earnings during such period from continuing operations, before provision for interest expenses, income taxes, depreciation, depletion, amortization, gains and losses on asset sales and other non-cash charges, plus payments received by Borrower during such period under Rate Management Transactions and less payments made by Borrower during such period under Rate Management Transactions.

Consolidated EBITDA. (a) deleting the word "and" at the end of clause (i) of that definition; (b) adding the following clauses (j) through (o) to follow clause (i) of that definition: "(j) an amount not to exceed $*** (to be taken by June 30, 2008), representing charges incurred for the Derivative Suit, "(k) an amount not to exceed $*** (to be taken by June 30, 2008), representing charges incurred for the Class Action Suit, "(l) an amount not to exceed $*** (to be taken by December 31, 2008), representing charges... associated with the SEC Investigation, "(m) an amount not to exceed $*** (to be taken by December 31, 2008), representing charges incurred for severance and other employee separation costs associated with the 2008 Reduction in Force Severance Charge, "(n) an amount not to exceed $*** (to be taken by March 31, 2009), representing charges associated with the FAS 146 Accrual, "(o) an amount not to exceed $*** (to be taken by September 30, 2008), representing charges incurred for severance and other employee separation costs associated with Borrower's Corporate Business and which was previously part of the permissible add-backs related to Borrower's Early-Stage Business; and" View More

Consolidated EBITDA. (iii) Acquired EBITDA; less (iv) Divested EBITDA.

Consolidated EBITDA. Solely for purposes of determining compliance with the covenants set forth in Sections 6.08 and 6.09, but not for purposes of the definition of Applicable Rate, if any Person shall have been acquired or divested by the Company or any Subsidiary or if the Company or any Subsidiary shall have merged with any Person during such period, Consolidated EBITDA shall be determined on a pro forma basis as if such acquisition, divestiture or merger had... occurred at the beginning of such period. View More

Consolidated EBITDA. Has the meaning given to such term in the Term Loan Credit Agreement ("Credit Agreement") dated as of February 13, 2008, among Chill Intermediate Holdings, Inc., Chill Acquisition, Inc., Goodman Global, Inc., the lending institutions party thereto, Barclays Capital ("Barclays") and Calyon New York branch, as Joint Lead Arrangers, Barclays, Calyon New York Branch and General Electric Capital Corporation ("GECC"), as Joint Bookrunners, and GECC as the administrative agent (the "Credit... Agreement Definition"); provided, however, that for purposes of the Plan, "Consolidated EBITDA" shall be computed (i) without regard to any adjustments described in items (a)(xi) of the Credit Agreement Definition and (ii) without regard to clause (a)(xiv) and (b)(vi) of the Credit Agreement Definition; and provided further, for the avoidance of doubt, clause (a)(xv) of the Credit Agreement Definition is amended and restated (for this purpose) to be and read as follows: "any gain relating to Hedging Obligations (including Hedging Obligations entered into for the purpose of hedging against fluctuations in the price or availability of any commodity) associated with transactions realized in the current period that has been reflected in Consolidated Net Income in prior periods and excluded from Consolidated EBITDA pursuant to clause (b)(v) below;" and provided further, for the avoidance of doubt, clause (b)(vii) of the Credit Agreement Definition is also amended and restated (for this purpose) to be and read as follows: "any loss relating to Hedging Obligations (including Hedging Obligations entered into for the purpose of hedging against fluctuations in the price or availability of any commodity) associated with transactions realized in the current period that has been reflected in Consolidated Net Income in prior periods and excluded from Consolidated EBITDA pursuant to clause (a)(xiii) above;" and provided further, for the avoidance of doubt, the treatment (for this purpose) of any gain or loss related to Hedging Obligations (as such term is defined in the Credit Agreement) (including Hedging Obligations entered into for the purpose of hedging against fluctuations in the price or availability of any commodity) shall be governed strictly in accordance with the provisions of clauses (a)(xiii), (a)(xv), (b)(v) and (b)(vii), and clause (i) of the proviso immediately following clause (b)(viii), of the Credit Agreement Definition (as modified above, where applicable). View More

Consolidated EBITDA. Is the Performance Measure under this Agreement and means the consolidated net income of the Company for the applicable Fiscal Year plus, without duplication and to the extent reflected as a charge in the statement of such consolidated net income for such Fiscal Year, the sum of (i) income tax expense, (ii) interest expense, amortization or write-off of debt discount and debt issuance costs and commissions (to the extent not already captured in interest expense), discounts and other fees and... charges associated with indebtedness, (iii) depreciation and amortization expense (excluding amounts of prepaid incentives under customer contracts), (iv) any extraordinary non-cash expenses or losses, (v) any costs and expenses incurred in connection with the acquisition of the Company by M&F or another Affiliate, (vi) any auditing, legal, reporting or administrative expenses incurred by the Company in complying with the Sarbanes-Oxley Act of 2002, as amended, or other reporting obligations required by securities laws applicable to publicly traded corporations (except to the extent such expenses are of a type historically charged to the business in the ordinary course), and (vii) all restructuring costs and minus (i) to the extent included in the statement of such consolidated net income for such period, the sum of (a) interest income, (b) any extraordinary or non-recurring income or gains (including, whether or not otherwise includable as a separate item in the statement of such consolidated net income for such period, gains on the sales of assets outside of the ordinary course of business), and (c) income tax credits (to the extent not netted from income tax expense) and (ii) any cash payments made during such period in respect of items described in clause (iv) above subsequent to the fiscal quarter in which the relevant non-cash expenses or losses were reflected as a charge in the statement of consolidated net income, all as determined on a consolidated basis, all of the foregoing to be determined by the Committee with a view to consistency with management projections disclosed as presented to M&F in that certain Confidential Management Presentation dated August 2005. Consolidated EBITDA will be adjusted by the Committee, as appropriate, for material acquisitions or dispositions of any business or assets of or by the Company or its subsidiaries. View More