Adjusted Net Earnings from Operations definition

Adjusted Net Earnings from Operations means, with respect to any fiscal period of Foamex, the net income of Foamex and its Subsidiaries after provision for income taxes for such fiscal period, as determined in accordance with GAAP on a consolidated basis (excluding the Joint Ventures and the China Joint Venture) and reported on the Financial Statements for such period, excluding any and all of the following included in such net income: (a) gain or loss arising from the sale of any capital assets; (b) gain (or loss) arising from any write-up (or write-down) in the book value of any asset; (c) earnings of any Person, substantially all the assets of which have been acquired by Foamex or any of its Subsidiaries in any manner, to the extent realized by such other Person prior to the date of acquisition; (d) earnings of any Person (other than Foamex Canada and the Mexican Subsidiaries and their respective Subsidiaries) in which Foamex or any of its Subsidiaries has an ownership interest unless (and only to the extent) such earnings shall actually have been received by Foamex or any of its Domestic Subsidiaries in the form of cash distributions; (e) earnings of any Person to which assets of Foamex or any of its Subsidiaries shall have been sold, transferred or disposed of, or into which Foamex or any of its Subsidiaries shall have been merged, or which has been a party with Foamex or any of its Subsidiaries to any consolidation or other form of reorganization, prior to the date of such transaction; (f) gain or loss arising from the acquisition of debt or equity securities of Foamex or any of its Subsidiaries or from cancellation or forgiveness of Debt; and (g) gain or loss arising from extraordinary items, as determined in accordance with GAAP.

Adjusted Net Earnings from Operations means, with respect to any fiscal period of any Person (the “subject Person”), net income of the subject Person on a consolidated basis after provision for income taxes for such fiscal period, as determined in conformity with GAAP and reported on the financial statements for such fiscal period, excluding any and all of the following included in such net income: (a) gain, to the extent in excess of $5,000,000, or loss arising from the sale of any capital assets (including sales of surplus operating assets and real estate); (b) gain or loss arising from any write-up or write-down in the book value of any asset; (c) earnings of any other Person, substantially all of the assets of which have been acquired by the subject Person in any manner, to the extent realized by such other Person prior to the date of Acquisition; (d) earnings of any other Person (excluding Wholly-Owned Subsidiaries) in which the subject Person has an ownership interest unless (and only to the extent) such earnings shall actually have been received by the subject Person in the form of cash distributions; (e) earnings of any Person to which assets of the subject Person shall have been sold, transferred, or disposed of, or into which subject Person shall have been merged, or which has been a party with the subject Person to any consolidation or other form of reorganization, prior to the date of such transaction; (f) gain arising from the acquisition of debt or equity securities of the subject Person or from cancellation or forgiveness of Debt; and (g) gain or loss arising from extraordinary items, as determined in conformity with GAAP, or from any other non-recurring transaction.

Adjusted Net Earnings from Operations means, with respect to any fiscal period of the Company, the Company's consolidated net income after provision for income taxes for such fiscal period, as determined in accordance with GAAP and reported on the financial statements for such period, excluding the consolidated impact of any and all of the following included in such consolidated net income (without duplication): (a) gain or loss in an amount greater than $150,000 arising from the sale of any capital assets; (b) gain arising from any write-up in the book value of any asset; (c) earnings of any Person, substantially all the assets of which have been acquired in any manner, to the extent realized by such other Person prior to the date of acquisition; (d) earnings of any Person (other than a Subsidiary of the Company) in which the Company or any of its Subsidiaries has an ownership interest to the extent that such earnings exceed the sum of (i) the amount received in cash by the Company and its Subsidiaries and (ii) $3,000,000, (e) earnings of any Person to which assets of the Company shall have been sold, transferred or disposed of, or into which the Company shall have been merged, or which has been a party with the Company to any consolidation or other form of reorganization, prior to the date of such transaction; (f) gain arising from the acquisition of debt or equity securities of the Company from cancellation or forgiveness of Indebtedness; (g) gain arising from extraordinary items, as determined in accordance with GAAP, or from any other non-recurring transaction resulting in gain in an amount greater than $150,000; (h) any gain that arises from the reversal of expenses in respect of power payments to the extent reflected in the Financial Forecast; and (i) any non-cash expenses resulting from any writeoff due to the outsourcing of mining activities to the extent reflected in the Financial Forecast.

Adjusted Net Earnings from Operations means, with respect to any fiscal period of the Consolidated Domestic Companies, the sum of each Consolidated Domestic Company's net income after provision for income taxes for such period, as determined in accordance with GAAP and reported on the Financial Statements for such period, excluding, without duplication, any and all of the following included in such net income: (a) gain or loss arising from the sale of any capital assets; (b) gain arising from any write-up in the book value of any asset; (c) earnings or operating losses of any corporation, substantially all the assets of which have been acquired by such Consolidated Domestic Company in any manner, to the extent realized by such other corporation prior to the date of acquisition; (d) earnings or operating losses of any business entity in which such Consolidated Domestic Company has an ownership interest unless (i) such earnings shall actually have been received by such Consolidated Domestic Company in the form of cash distributions and (ii) such operating losses shall have been funded by such Consolidated Domestic Company; (e) earnings or operating losses of any Person to which assets of such Consolidated Domestic Company shall have been sold, transferred or disposed of, or into which such Consolidated Domestic Company shall have been merged, or which has been a party with such Consolidated Domestic Company to any consolidation or other form of reorganization, which are realized by such Person prior to the date of such sale, merger or other transaction; (f) gain arising from the acquisition of debt or equity securities of such Consolidated Domestic Company or from cancellation or forgiveness of Debt; and (g) gain arising from extraordinary items, as determined in accordance with GAAP, or from any other non-recurring transaction.

Adjusted Net Earnings from Operations means, with respect to any fiscal period of the Borrower, the Borrower’s net income after provision for income taxes for such fiscal period, as determined in accordance with GAAP and reported on the Financial Statements for such period, excluding any and all of the following included in such net income: (a) gain or loss arising from the sale of any capital assets; (b) gain arising from any write-up in the book value of any asset; (c) earnings of any Person, substantially all the assets of which have been acquired by the Borrower in any manner, to the extent realized by such other Person prior to the date of acquisition; (d) earnings of any Person in which the Borrower has an ownership interest unless (and only to the extent) such earnings shall actually have been received by the Borrower in the form of cash distributions; (e) earnings of any Person to which assets of the Borrower shall have been sold, transferred or disposed of, or into which the Borrower shall have been merged, or which has been a party with the Borrower to any consolidation or other form of reorganization, prior to the date of such transaction; (f) gain or loss arising from the acquisition of debt or equity securities of the Borrower or from cancellation or forgiveness of Debt; (g) gain or loss arising from extraordinary items, as determined in accordance with GAAP, or from any non-recurring charges consisting of charges for restructurings, reductions in work force, and plant closing and consolidations and non-recurring charges not to exceed (without duplication) $2,800,000, $1,100,000 and $3,500,000 for the Fiscal Quarters ending November 30, 2002, February 28, 2003 and May 30, 2003, respectively; (h) income from Borrower’s Pension Plans; and (i) expenses arising from Borrower’s contributions of Borrower’s stock to its Plans.

Adjusted Net Earnings from Operations means, with respect to any fiscal period of the Lead Borrower, the Lead Borrower’s and its Subsidiaries’ net income after provision or benefit for income taxes for such fiscal period, excluding any and all of the following included in such net income determined on a Consolidated basis in accordance with GAAP: (a) gain or loss arising from the sale of any capital assets, (b) gain or loss arising from any write-up or write-down in the book value of any fixed or intangible assets, (c) earnings or losses of any Person (other than a Subsidiary of the Lead Borrower) in which the Lead Borrower or any consolidated Subsidiary of the Lead Borrower has an ownership interest unless (and only to the extent) any such earnings ​ ​ shall actually have been received by the Lead Borrower or such consolidated Subsidiary in the form of cash distributions, (d) gains or losses arising from the acquisition of debt or equity securities of the Lead Borrower or any of its Subsidiaries or from the cancellation or forgiveness of Indebtedness, (e) gains or losses arising from extraordinary items as determined in accordance with GAAP, (f) gains or losses arising from any non-recurring non-cash transactions, (g) gains or losses arising from any non-recurring cash transactions up to $5,000,000 after taxes in the aggregate in any Fiscal Year, (h) gains and losses from the recording of share based compensation, including, without limitation, stock option expense, (i) any restructuring, business optimization costs, charges or reserves (including any unusual or non-recurring operating expenses directly attributable to the implementation of cost savings initiatives), fees of restructuring or business optimization consultants, integration and non-recurring severance, relocation costs, one-time compensation charges, consolidation, transition, integration, or other similar charges and expenses, contract termination costs, excess pension charges, system establishing charges, start-up or closure or transition costs, expenses related to any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, fees, expenses, or charges relating to curtailments or modifications to pension and post-retirement employee benefit plans and litigation settlements or losses outside the ordinary course of business; provided, that the aggregate amount added back pursuant to this clause (i) may not exceed 10% for any four fiscal quarter(4) Fiscal Quarter period of Adjusted ...

Adjusted Net Earnings from Operations means, with respect to any fiscal period of the Lead Borrower, the Lead Borrower’s and its Subsidiaries’ net income after provision for income taxes for such fiscal period, excluding any and all of the following included in such net income determined on a Consolidated basis in accordance with GAAP: (a) gain or loss arising from the sale of any capital assets, (b) gain or loss arising from any write-up or write-down in the book value of any fixed or intangible assets, (c) earnings or losses of any Person (other than a Subsidiary of the Lead Borrower) in which the Lead Borrower or any consolidated Subsidiary of the Lead Borrower has an ownership interest unless (and only to the extent) any such earnings shall actually have been received by the Lead Borrower or such consolidated Subsidiary in the form of cash distributions, (d) gains or losses arising from the acquisition of debt or equity securities of the Lead Borrower or any of its Subsidiaries or from the cancellation or forgiveness of Indebtedness, (e) gains or losses arising from extraordinary items as determined in accordance with GAAP, (f) gains or losses arising from any non-recurring non-cash transactions, (g) gains or losses arising from any non-recurring cash transactions up to $5,000,000 after taxes in the aggregate in any Fiscal Year, and (h) gains and losses from the recording of share based compensation, including, without limitation, stock option expense.

Adjusted Net Earnings from Operations means, for the Consolidated Group for any period, the net income after provision for income taxes for such period, as determined in accordance with GAAP and reported on the financial statements of the Consolidated Group, excluding any and all of the following included in such net income: (a) gain or loss arising from the sale of any capital assets; (b) gain arising from any write-up, or loss arising from any write-down, in the book value of any asset; (c) earnings of any Person, substantially all the assets of which have been acquired by a member of Consolidated Group in any manner, to the extent realized by such other Person prior to the date of acquisition; (d) earnings of any Person (excluding a member of the Consolidated Group) in which a member of the Consolidated Group has an ownership interest unless (and only to the extent) such earnings shall actually have been received by a member of the Consolidated Group in the form of cash distributions; (e) earnings of Crescent in which ▇▇▇▇▇▇▇▇'▇ or any other Credit Party has an ownership interest, including any dividends or other payments received by ▇▇▇▇▇▇▇▇'▇ or such other Credit Party with respect to any Capital Stock of Crescent; (f) interest earned by ▇▇▇▇▇▇▇▇'▇ pursuant to the Note Purchase Agreement, dated as of August 28, 2002, between ▇▇▇▇▇▇▇▇'▇ and Crescent and such other agreements, certificates, documents, and instruments executed or delivered in connection therewith, as such agreements, certificates, documents, and instruments may be amended, restated, or otherwise modified from time to time; (g) earnings of any Person to which assets of a member of the Consolidated Group shall have been sold, transferred, or disposed of, or into which a member of the Consolidated Group shall have been merged, or which has been a party with a member of the Consolidated Group to any consolidation or other form of reorganization, prior to the date of such transaction; (h) gain arising from the acquisition of debt or equity securities of a member of the Consolidated Group or gain or loss from cancellation or forgiveness of Indebtedness; (i) gain or loss arising from extraordinary items, as determined in accordance with GAAP, or from any other non-recurring transaction; (j) non-cash compensation expenses which shall not, after August 28, 2002, exceed $1,500,000 in the aggregate arising from the forgiveness of principal and interest of loans made by ▇▇▇▇▇▇▇▇'▇ during the Fiscal Year ended in 1995 to its chairman of ...

Adjusted Net Earnings from Operations with respect to any period of the Loan Parties, the Loan Parties’ net income on a consolidated basis after provision for income taxes for such period, as determined in accordance with GAAP and reported on the financial statements for such period, excluding any and all of the following to the extent included in such net income: (a) gain or loss arising from the sale of any capital assets; (b) gain arising from any write-up in the book value of any asset; (c) earnings of any Person, substantially all the assets of which have been acquired by any Loan Party in any manner, to the extent realized by such other Person prior to the date of acquisition; (d) earnings of any Person (other than a Loan Party) in which any Loan Party has an ownership interest unless (and only to the extent) such earnings shall actually have been received by such Loan Party in the form of cash distributions; (e) earnings of any Person to which assets of any Loan Party shall have been sold, transferred or disposed of, or into which the Loan Party shall have been merged, or which has been a party with any Loan Party to any consolidation or other form of reorganization, prior to the date of such transaction; (f) gain arising from the acquisition of debt or equity securities of the Loan Parties or from cancellation or forgiveness of Indebtedness; and (g) gain arising from extraordinary items, as determined in accordance with GAAP, or from any other non-recurring transaction.