Certain Calculation and Tests Clause Samples

Certain Calculation and Tests. (a) With respect to the Consolidated Group Entities, in calculating financial ratios or results of operations, or financial performance in any manner (including without limitation the calculation of Excess Cash Flow) and for financial reporting purposes, the consolidated financial position and consolidated results of operations of each Variable Interest Entity of Nexstar Media shall be included, without duplication. (b) Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test contained in this Agreement with respect to any period during which any Specified Transaction occurs, the Consolidated Total Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated with respect to such period and such Specified Transaction on a Pro Forma Basis. (c) For purposes of determining compliance with any Section of Article VII, in the event that any Lien, Investment or Indebtedness meets the criteria of one or more of the categories of transactions permitted pursuant to any clause of such Sections, the Borrower may, in its sole discretion, divide, classify and reclassify or later divide, classify or reclassify such items (or any portion thereof) in one or more of such categories; provided that all Obligations and other Indebtedness outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in Section 7.02(a). (d) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of Nexstar Media (Nexstar Media’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are meas...