Common use of Accounting Adjustments Clause in Contracts

Accounting Adjustments. With respect to any Asset Disposition by SEI or any of its Subsidiaries permitted under Section 10.6(c), (f) or (g) or any Acquisition consummated on or after the Closing Date and prior to the Facility Termination Date, the following shall apply: (a) For each of the four Four-Quarter Periods ending next following the date of each Asset Disposition by SEI or any of its Subsidiaries permitted under Section 10.6(c), (f) or (g): (i) to the extent GAAP, applied on a Consistent Basis, does not so provide, Consolidated EBITDA shall exclude the results of operations of the Person or assets so disposed of on a historical pro forma basis as if such disposition had been consummated on the first day of such Four-Quarter Period; and (ii) to the extent GAAP, applied on a Consistent Basis, does not so provide, the Consolidated Fixed Charge Ratio shall be adjusted to exclude the operations of the Person or assets so disposed, which amounts shall be determined on a historical pro forma basis as if such Asset Disposition had been consummated on the first day of such Four-Quarter Period, provided, however, Consolidated Interest Expense shall be adjusted on a historical pro forma basis to (A) eliminate interest expense accrued during such period on any Indebtedness permanently repaid with the proceeds of, or disposed of in connection with, such Asset Disposition and (B) include interest expense on any Indebtedness (including Indebtedness hereunder) incurred, acquired or assumed in connection with such Asset Disposition ("Incremental Disposition Debt") calculated (x) as if all such Incremental Disposition Debt had been incurred as of the first day of such Four-Quarter Period and (y) at the following interest rates: (I) for all periods subsequent to the date of the Asset Disposition and for Incremental Disposition Debt assumed or acquired in the Asset Disposition and in effect prior to the date of the Asset Disposition, at the actual rates of interest applicable thereto, and (II) for all periods prior to the actual incurrence of such Incremental Disposition Debt, equal to the rate of interest actually applicable to such Incremental Disposition Debt hereunder or under other financing documents applicable thereto, as the case may be; and (b) For each of the four Four-Quarter Periods ending next following the date of each Acquisition: (i) to the extent GAAP, applied on a Consistent Basis, does not so provide, Consolidated EBITDA shall include the results of operations of the Person or assets so acquired on a historical pro forma basis as if such acquisition had been consummated on the first day of such Four-Quarter Period; and (ii) to the extent GAAP, applied on a Consistent Basis, does not so provide, the Consolidated Fixed Charge Ratio shall be adjusted to include the results of operations of the Person or assets so acquired, which amounts shall be determined on a historical pro forma basis as if such Acquisition had been consummated on the first day of such Four-Quarter Period, provided, however, Consolidated Interest Expense shall be adjusted on a historical pro forma basis to (A) eliminate interest expense accrued during such period on any Indebtedness repaid in connection with such Acquisition and (B) include interest expense on any Indebtedness (including Indebtedness hereunder) incurred, acquired or assumed in connection with such Acquisition ("Incremental Acquisition Debt") calculated (x) as if all such Incremental Acquisition Debt had been incurred as of the first day of such Four-Quarter Period and (y) at the following interest rates: (I) for all periods subsequent to the date of the Acquisition and for Incremental Acquisition Debt assumed or acquired in the Acquisition and in effect prior to the date of Acquisition, at the actual rates of interest applicable thereto, and (II) for all periods prior to the actual incurrence of such Incremental Acquisition Debt, equal to the rate of interest actually applicable to such Incremental Acquisition Debt hereunder or under other financing documents applicable thereto, as the case may be.

Accounting Adjustments. With respect to any Asset Disposition in excess of $1,000,000 by SEI or any of its Subsidiaries permitted under Section 10.6(c), 7.06(c) or (f) or (g) that is a Material Asset Disposition or any Material Acquisition consummated on or after the Closing Effective Date and prior to the Facility Termination DateDate that is permitted hereby, the following shall apply: (a) For each of the four Four-Quarter Periods ending next following the date of each Asset Disposition by SEI or any of its Subsidiaries permitted under Section 10.6(c), (f7.06(c) or (g):f), (i) to the extent GAAP, applied on a Consistent Basisconsistent basis, does not so provide, Consolidated EBITDA (and the components thereof) shall exclude the results of operations of the Person or assets so disposed of on a historical pro forma basis as if such disposition had been consummated on the first day of such Four-Quarter Period; and (ii) to the extent GAAP, applied on a Consistent Basisconsistent basis, does not so provide, the Consolidated Fixed Charge Ratio shall be adjusted to exclude the operations of the Person or assets so disposed, which amounts shall be determined on a historical pro forma basis as if such Asset Disposition had been consummated on the first day of such Four-Quarter Period, provided, however, Consolidated Interest Expense shall be adjusted on a historical pro forma basis to (A) eliminate interest expense accrued during such period on any Indebtedness permanently repaid with the proceeds of, or disposed of in connection with, such Asset Disposition and (B) include interest expense on any Indebtedness (including Indebtedness hereunder) incurred, acquired or assumed in connection with such Asset Disposition ("“Incremental Disposition Debt"”) calculated (x) as if all such Incremental Disposition Debt had has been incurred as of the first day of such Four-Quarter Period and (y) at the following interest rates: (I) for all periods subsequent to the date of the Asset Disposition and for Incremental Disposition Debt assumed or acquired in the Asset Disposition and in effect prior to the date of the Asset Disposition, at the actual rates of interest applicable thereto, and (II) for all periods prior to the actual incurrence of such Incremental Disposition Debt, equal to the rate of interest actually applicable to such Incremental Disposition Debt hereunder or under other financing documents applicable thereto, as the case may be; and. (b) For each of the four Four-Quarter Periods ending next following the date of each Acquisition:, (i) to the extent GAAP, applied on a Consistent Basisconsistent basis, does not so provide, Consolidated EBITDA (and the components thereof) shall include the results of operations of the Person or assets so acquired on a historical pro forma basis as if such acquisition had been consummated on the first day of such Four-Quarter Period; and (ii) to the extent GAAP, applied on a Consistent Basisconsistent basis, does not so provide, the Consolidated Fixed Charge Ratio shall be adjusted to include the results of operations of the Person or assets so acquired, which amounts shall be determined on a historical pro forma basis as if such Acquisition had been consummated on the first day of such Four-Quarter Period, provided, however, Consolidated Interest Expense shall be adjusted on a historical pro forma basis to (A) eliminate interest expense accrued during such period on any Indebtedness repaid in connection with such Acquisition and (B) include interest expense on any Indebtedness (including Indebtedness hereunder) incurred, acquired or assumed in connection with such Acquisition ("“Incremental Acquisition Debt"”) calculated (x) as if all such Incremental Acquisition Debt had been incurred as of the first day of such Four-Quarter Period and (y) at the following interest rates: (I) for all periods subsequent to the date of the Acquisition and for Incremental Acquisition Debt assumed or acquired in the Acquisition and in effect prior to the date of Acquisition, at the actual rates of interest applicable thereto, and (II) for all periods prior to the actual incurrence of such Incremental Acquisition Debt, equal to the rate of interest actually applicable to such Incremental Acquisition Debt hereunder or under other financing documents applicable thereto, as the case may be. (c) As used in this Section 1.04, “Material Asset Disposition” means an Asset Disposition that yields gross proceeds in excess of $1,000,000; and “Material Acquisition” means an Acquisition that involves consideration in excess of $1,000,000.

Accounting Adjustments. With respect to any Asset Disposition in excess of $1,000,000 by SEI or any of its Subsidiaries permitted under Section 10.6(c), 7.06(c) or (f) or (g) that is a Material Asset Disposition or any Material Acquisition consummated on or after the Closing Date and prior to the Facility Termination DateDate that is permitted hereby, the following shall apply: (a) For each of the four Four-Quarter Periods ending next following the date of each Asset Disposition by SEI or any of its Subsidiaries permitted under Section 10.6(c), (f7.06(c) or (g):f), (i) to the extent GAAP, applied on a Consistent Basisconsistent basis, does not so provide, Consolidated EBITDA (and the components thereof) shall exclude the results of operations of the Person or assets so disposed of on a historical pro forma basis as if such disposition had been consummated on the first day of such Four-Quarter Period; and (ii) to the extent GAAP, applied on a Consistent Basisconsistent basis, does not so provide, the Consolidated Fixed Charge Ratio shall be adjusted to exclude the operations of the Person or assets so disposed, which amounts shall be determined on a historical pro forma basis as if such Asset Disposition had been consummated on the first day of such Four-Quarter Period, provided, however, Consolidated Interest Expense shall be adjusted on a historical pro forma basis to (A) eliminate interest expense accrued during such period on any Indebtedness permanently repaid with the proceeds of, or disposed of in connection with, such Asset Disposition and (B) include interest expense on any Indebtedness (including Indebtedness hereunder) incurred, acquired or assumed in connection with such Asset Disposition ("“Incremental Disposition Debt"”) calculated (x) as if all such Incremental Disposition Debt had has been incurred as of the first day of such Four-Quarter Period and (y) at the following interest rates: (I) for all periods subsequent to the date of the Asset Disposition and for Incremental Disposition Debt assumed or acquired in the Asset Disposition and in effect prior to the date of the Asset Disposition, at the actual rates of interest applicable thereto, and (II) for all periods prior to the actual incurrence of such Incremental Disposition Debt, equal to the rate of interest actually applicable to such Incremental Disposition Debt hereunder or under other financing documents applicable thereto, as the case may be; and. (b) For each of the four Four-Quarter Periods ending next following the date of each Acquisition:, (i) to the extent GAAP, applied on a Consistent Basisconsistent basis, does not so provide, Consolidated EBITDA (and the components thereof) shall include the results of operations of the Person or assets so acquired on a historical pro forma basis as if such acquisition had been consummated on the first day of such Four-Quarter Period; and (ii) to the extent GAAP, applied on a Consistent Basisconsistent basis, does not so provide, the Consolidated Fixed Charge Ratio shall be adjusted to include the results of operations of the Person or assets so acquired, which amounts shall be determined on a historical pro forma basis as if such Acquisition had been consummated on the first day of such Four-Quarter Period, provided, however, Consolidated Interest Expense shall be adjusted on a historical pro forma basis to (A) eliminate interest expense accrued during such period on any Indebtedness repaid in connection with such Acquisition and (B) include interest expense on any Indebtedness (including Indebtedness hereunder) incurred, acquired or assumed in connection with such Acquisition ("“Incremental Acquisition Debt"”) calculated (x) as if all such Incremental Acquisition Debt had been incurred as of the first day of such Four-Quarter Period and (y) at the following interest rates: (I) for all periods subsequent to the date of the Acquisition and for Incremental Acquisition Debt assumed or acquired in the Acquisition and in effect prior to the date of Acquisition, at the actual rates of interest applicable thereto, and (II) for all periods prior to the actual incurrence of such Incremental Acquisition Debt, equal to the rate of interest actually applicable to such Incremental Acquisition Debt hereunder or under other financing documents applicable thereto, as the case may be. (c) As used in this Section 1.04, “Material Asset Disposition” means an Asset Disposition that yields gross proceeds in excess of $1,000,000; and “Material Acquisition” means an Acquisition that involves consideration in excess of $1,000,000.

Accounting Adjustments. With respect to any Asset Disposition by SEI or any of its Subsidiaries permitted under Section 10.6(c), (f7.06(c) or (gf) or any Acquisition consummated on or after the Closing Date and prior to the Facility Termination DateDate that is permitted hereby, the following shall apply: (a) For each of the four Four-Quarter Periods ending next following the date of each Asset Disposition by SEI or any of its Subsidiaries permitted under Section 10.6(c), (f7.06(c) or (g):f), (i) to the extent GAAP, applied on a Consistent Basisconsistent basis, does not so provide, Consolidated EBITDA (and the components thereof) shall exclude the results of operations of the Person or assets so disposed of on a historical pro forma basis as if such disposition had been consummated on the first day of such Four-Quarter Period; and (ii) to the extent GAAP, applied on a Consistent Basisconsistent basis, does not so provide, the Consolidated Fixed Charge Ratio shall be adjusted to exclude the operations of the Person or assets so disposed, which amounts shall be determined on a historical pro forma basis as if such Asset Disposition had been consummated on the first day of such Four-Quarter Period, provided, however, Consolidated Interest Expense shall be adjusted on a historical pro forma basis to (A) eliminate interest expense accrued during such period on any Indebtedness permanently repaid with the proceeds of, or disposed of in connection with, such Asset Disposition and (B) include interest expense on any Indebtedness (including Indebtedness hereunder) incurred, acquired or assumed in connection with such Asset Disposition ("Incremental Disposition Debt") calculated (x) as if all such Incremental Disposition Debt had has been incurred as of the first day of such Four-Quarter Period and (y) at the following interest rates: (I) for all periods subsequent to the date of the Asset Disposition and for Incremental Disposition Debt assumed or acquired in the Asset Disposition and in effect prior to the date of the Asset Disposition, at the actual rates of interest applicable thereto, and (II) for all periods prior to the actual incurrence of such Incremental Disposition Debt, equal to the rate of interest actually applicable to such Incremental Disposition Debt hereunder or under other financing documents applicable thereto, as the case may be; and. (b) For each of the four Four-Quarter Periods ending next following the date of each Acquisition:, (i) to the extent GAAP, applied on a Consistent Basisconsistent basis, does not so provide, Consolidated EBITDA (and the components thereof) shall include the results of operations of the Person or assets so acquired on a historical pro forma basis as if such acquisition had been consummated on the first day of such Four-Quarter Period; and (ii) to the extent GAAP, applied on a Consistent Basisconsistent basis, does not so provide, the Consolidated Fixed Charge Ratio shall be adjusted to include the results of operations of the Person or assets so acquired, which amounts shall be determined on a historical pro forma basis as if such Acquisition had been consummated on the first day of such Four-Quarter Period, provided, however, Consolidated Interest Expense shall be adjusted on a historical pro forma basis to (A) eliminate interest expense accrued during such period on any Indebtedness repaid in connection with such Acquisition and (B) include interest expense on any Indebtedness (including Indebtedness hereunder) incurred, acquired or assumed in connection with such Acquisition ("Incremental Acquisition Debt") calculated (x) as if all such Incremental Acquisition Debt had been incurred as of the first day of such Four-Quarter Period and (y) at the following interest rates: (I) for all periods subsequent to the date of the Acquisition and for Incremental Acquisition Debt assumed or acquired in the Acquisition and in effect prior to the date of Acquisition, at the actual rates of interest applicable thereto, and (II) for all periods prior to the actual incurrence of such Incremental Acquisition Debt, equal to the rate of interest actually applicable to such Incremental Acquisition Debt hereunder or under other financing documents applicable thereto, as the case may be.