Common use of Conditionality Testing Date Clause in Contracts

Conditionality Testing Date. Solely for purposes of determining (a) compliance on a Pro Forma Basis with any provision of this Agreement (including showing compliance with the Financial Performance Covenant on a Pro Forma Basis) that requires the calculation of the Total Leverage Ratio or Consolidated EBITDA or (b) whether a Default or an Event of Default has occurred and is continuing, in each case in connection with any determination as to whether a Limited Conditionality Transaction is permitted to be consummated (but, for the avoidance of doubt, not for purposes of determining whether the Borrower has actually complied with Section 6.11), the date of determination of whether such Limited Conditionality Transaction is permitted hereunder shall, at the option of the Borrower, be the date on which the definitive agreements for such Limited Conditionality Transaction are entered into or the date on which the Borrower or the applicable subsidiary becomes legally obligated to consummate a Limited Conditionality Transaction (the “LCT Test Date”) (provided that the Borrower exercises such option by delivering to the Administrative Agent a certificate of a Responsible Officer prior to the LCT Test Date), with such determination to give Pro Forma Effect to such Limited Conditionality Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date. For the avoidance of doubt, if the Borrower has exercised such option and any of the ratios or amounts for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio or amount, including due to fluctuations in Consolidated EBITDA or Acquired EBITDA, at or prior to the consummation of the Limited Conditionality Transaction, such ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Conditionality Transaction is permitted to be consummated. If the Borrower has exercised such option for any Limited Conditionality Transaction, then, in connection with any subsequent calculation of ratios or amounts on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Conditionality Transaction is consummated and (ii) the date that the definitive agreements for such Limited Conditionality Transaction are terminated or expire without consummation of such Limited Conditionality Transaction, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Conditionality Transaction and the other transactions in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) have been consummated.

Conditionality Testing Date. Solely for purposes of determining (a) compliance on a Pro Forma Basis with any provision of this Agreement (including showing compliance with the Financial Performance Covenant on a Pro Forma Basis) that requires First Lien Net Leverage Ratio, the calculation of Fixed Charge Coverage Ratio, the Total Leverage Ratio, the Total Net Leverage Ratio or Consolidated EBITDA or (b) whether a any other financial metric, the absence of any Default or an Event of Default has occurred and is continuing, the accuracy of any representation or warranty) that expressly permits such compliance to be determined or tested in each case accordance with the provisions of this Section 1.5 in connection with any determination as to whether a Limited Conditionality Transaction is permitted to be consummated (but, for the avoidance of doubt, not for purposes of determining whether the Borrower has actually complied with Section 6.116.7 itself), the date of determination of whether such Limited Conditionality Transaction is permitted hereunder provision has been satisfied shall, at the option of the BorrowerBorrower and upon delivery by the Borrower on or prior to the applicable LCT Test Date of a written notice to that effect to the Administrative Agent, be the date on which the definitive agreements for such Limited Conditionality Transaction are entered into or the date on which the Borrower or the applicable subsidiary becomes legally obligated to consummate a Limited Conditionality Transaction (the “LCT Test Date”) (provided that the Borrower exercises such option by delivering to the Administrative Agent a certificate of a Responsible Officer prior to the LCT Test Date), with such determination to give effect on a Pro Forma Effect Basis to such Limited Conditionality Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA LCT Test Date. For the avoidance of doubt, if the Borrower has exercised such option and any of the ratios ratios, financial metrics or amounts for which compliance was determined or tested as of the LCA LCT Test Date are exceeded as a result of fluctuations in any such ratio ratio, financial metric or amount, including due to fluctuations in Consolidated EBITDA or Acquired Adjusted EBITDA, at or prior to the consummation of the Limited Conditionality Transaction, such ratios ratio, financial metric or amount will not be deemed not to have been exceeded as a result of such fluctuations solely for purposes of determining whether the such provision has been satisfied in connection with such Limited Conditionality Transaction is permitted to be consummatedTransaction. If the Borrower has exercised such option for in connection with any Limited Conditionality Transaction, then, in connection with any subsequent calculation of ratios ratios, financial metrics or amounts (but, for the avoidance of doubt, not for purposes of determining whether the Borrower has actually complied with Section 6.7 itself) on or following the relevant LCT Test Date and prior to the earlier of (ia) the date on which such Limited Conditionality Transaction is consummated and (iib) the date that the definitive agreements for such Limited Conditionality Transaction are terminated or expire without consummation of such Limited Conditionality TransactionTransaction (with the Borrower agreeing to provide the Administrative Agent with prompt notice thereof), any such ratio ratio, financial metric or basket shall be calculated on a Pro Forma Basis assuming such Limited Conditionality Transaction and the other transactions in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) have been consummated.

Conditionality Testing Date. Solely for purposes of determining (a) compliance on a Pro Forma Basis with any provision of this Agreement (including showing compliance with the Financial Performance Covenant on a Pro Forma Basis) that requires the calculation of Fixed Charge Coverage Ratio, the Total Leverage Ratio, the Total Net Leverage Ratio or Consolidated EBITDA or (b) whether a any other financial metric, the absence of any Default or an Event of Default has occurred and is continuing, the accuracy of any representation or warranty) that expressly permits such compliance to be determined or tested in each case accordance with the provisions of this Section 1.5 in connection with any determination as to whether a Limited Conditionality Transaction is permitted to be consummated (but, for the avoidance of doubt, not for purposes of determining whether the Borrower has actually complied with Section 6.116.7 itself), the date of determination of whether such Limited Conditionality Transaction is permitted hereunder provision has been satisfied shall, at the option of the BorrowerBorrower and upon delivery by the Borrower on or prior to the applicable LCT Test Date of a written notice to that effect to the Administrative Agent, be the date on which the definitive agreements for such Limited Conditionality Transaction are entered into or the date on which the Borrower or the applicable subsidiary becomes legally obligated to consummate a Limited Conditionality Transaction (the “LCT Test Date”) (provided that the Borrower exercises such option by delivering to the Administrative Agent a certificate of a Responsible Officer prior to the LCT Test Date), with such determination to give effect on a Pro Forma Effect Basis to such Limited Conditionality Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA LCT Test Date. For the avoidance of doubt, if the Borrower has exercised such option and any of the ratios ratios, financial metrics or amounts for which compliance was determined or tested as of the LCA LCT Test Date are exceeded as a result of fluctuations in any such ratio ratio, financial metric or amount, including due to fluctuations in Consolidated EBITDA or Acquired Adjusted EBITDA, at or prior to the consummation of the Limited Conditionality Transaction, such ratios ratio, financial metric or amount will not be deemed not to have been exceeded as a result of such fluctuations solely for purposes of determining whether the such provision has been satisfied in connection with such Limited Conditionality Transaction is permitted to be consummatedTransaction. If the Borrower has exercised such option for in connection with any Limited Conditionality Transaction, then, in connection with any subsequent calculation of ratios ratios, financial metrics or amounts (but, for the avoidance of doubt, not for purposes of determining whether the Borrower has actually complied with Section 6.7 itself) on or following the relevant LCT Test Date and prior to the earlier of (ia) the date on which such Limited Conditionality Transaction is consummated and (iib) the date that the definitive agreements for such Limited Conditionality Transaction are terminated or expire without consummation of such Limited Conditionality TransactionTransaction (with the Borrower agreeing to provide the Administrative Agent with prompt notice thereof), any such ratio ratio, financial metric or basket shall be calculated on a Pro Forma Basis assuming such Limited Conditionality Transaction and the other transactions in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) have been consummated.

Conditionality Testing Date. Solely for purposes of determining (a) compliance on a Pro Forma Basis with any provision of this Agreement (including showing compliance with the Financial Performance Covenant on a Pro Forma Basis) that requires First Lien Net Leverage Ratio, the calculation of Secured Net Leverage Ratio, the Total Net Leverage Ratio, the Interest Coverage Ratio or Consolidated EBITDA or (b) whether a any other financial metric, the absence of any Default or an Event of Default has occurred and is continuing, the accuracy of any representation or warranty) that expressly permits such compliance to be determined or tested in each case accordance with the provisions of this Section 1.5 in connection with any determination as to whether a Limited Conditionality Transaction is permitted to be consummated (but, for the avoidance of doubt, not for purposes of determining whether the Borrower has actually complied with Section 6.116.7 itself), the date of determination of whether compliance with such Limited Conditionality Transaction is permitted hereunder provision shall, at the option of the BorrowerBorrower and upon delivery to the Specified Agents by the Borrower on or prior to the applicable LCT Test Date of a notice to that effect, be the date on which the definitive agreements for such Limited Conditionality Transaction are entered into or the date on which the Borrower or the applicable subsidiary becomes legally obligated to consummate a Limited Conditionality Transaction (the “LCT Test Date”) (provided that the Borrower exercises such option by delivering to the Administrative Agent a certificate of a Responsible Officer prior to the LCT Test Date), with such determination to give effect on a Pro Forma Effect Basis to such Limited Conditionality Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA LCT Test Date. For the avoidance of doubt, if the Borrower has exercised such option and any of the ratios ratios, financial metrics or amounts for which compliance was determined or tested as of the LCA LCT Test Date are exceeded (or, in the case of the Interest Coverage Ratio, are less than the required ratio) as a result of fluctuations in any such ratio ratio, financial metric or amount, including due to fluctuations in Consolidated EBITDA or Acquired Adjusted EBITDA, at or prior to the consummation of the Limited Conditionality Transaction, such ratios ratio, financial metric or amount will be deemed not to have been exceeded (or, in the case of the Interest Coverage Ratio, will not be deemed to have been exceeded be less than the required ratio) as a result of such fluctuations solely for purposes of determining whether the such provision has been satisfied in connection with such Limited Conditionality Transaction is permitted to be consummatedTransaction. If the Borrower has exercised such option for in connection with any Limited Conditionality Transaction, then, in connection with any subsequent calculation of ratios ratios, financial metrics or amounts (but, for the avoidance of doubt, not for purposes of determining whether the Borrower has actually complied with Section 6.7 itself) on or following the relevant LCT Test Date and prior to the earlier of (ia) the date on which such Limited Conditionality Transaction is consummated and (iib) the date that the definitive agreements for such Limited Conditionality Transaction are terminated or expire without consummation of such Limited Conditionality TransactionTransaction (with the Borrower agreeing to provide the Specified Agents with prompt notice thereof), any such ratio ratio, financial metric or basket shall be calculated on a Pro Forma Basis assuming such Limited Conditionality Transaction and the other transactions in connection therewith (including any incurrence of Indebtedness or Liens and the use of proceeds thereof) have been consummated.