Covenant Acquisition Adjustments Clause Samples
Covenant Acquisition Adjustments. (a) Except as otherwise expressly provided herein, for purposes of calculating the financial covenant in Article 12 for any period (or a portion of a period) that includes the date of the consummation of a Permitted Acquisition, references to “the Borrower and its Subsidiaries” shall include each acquired Person, or lines of business, as applicable, and the EBITDAR of such acquired Person or line of business (such EBITDAR to be formulated on the basis of the definition of EBITDAR set forth herein), as if the Permitted Acquisition had been consummated on the first day of any such period of measurement (including pro forma adjustments arising out of events which are directly attributable to such Permitted Acquisition, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act of 1933, and as interpreted by the staff of the SEC, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of the Borrower).
Covenant Acquisition Adjustments. Except as otherwise expressly provided herein, with respect to the calculation of the financial covenant pursuant to Section 7.07(b) that includes a period (or a portion of a period) prior to the date of the consummation of any acquisition of any Person or substantially all the assets of any Person (including the Acquisition), references to "the Borrower and its Subsidiaries" shall include each acquired Person, and all such acquired assets and liabilities from any Person, as if the acquisition had been consummated on the first day of any such period of measurement.
Covenant Acquisition Adjustments. Except as otherwise expressly provided herein, for purposes of calculating the financial covenant in Section 7.15 for any period (or a portion of a period) that includes the date of the consummation of any Permitted Acquisition, references to “Lead Borrower and its Subsidiaries” shall include each acquired Person, or lines of business, as applicable, and the EBITDA (and each other component of such financial covenant) of such acquired Person or line of business (such EBITDA to be formulated on the basis of the definition of Consolidated EBITDA set forth herein), as if the Acquisition had been consummated on the first day of any such period of measurement.
Covenant Acquisition Adjustments. Except as otherwise expressly provided herein, for purposes of calculating the financial covenant in Section 7.11(b) for any period (or a portion of a period) that includes the date of the consummation of the Transaction, references to “the Borrower and its Subsidiaries” shall include each acquired Person, or lines of business, as applicable, and the EBITDA of such acquired Person or line of business (such EBITDA to be formulated on the basis of the definition of Consolidated EBITDA set forth herein), as if the Transaction had been consummated on the first day of any such period of measurement.
Covenant Acquisition Adjustments. 29 ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS 2.01 Term Loan..........................................................30 2.02 Revolving Loans....................................................30
Covenant Acquisition Adjustments. Except as otherwise expressly provided herein, with respect to the calculation of the Consolidated Leverage Ratio pursuant to SECTION
Covenant Acquisition Adjustments. Except as otherwise expressly provided herein, for purposes of calculating the Leverage Ratio and the Fixed Charge Coverage Ratio for any period (or a portion of a period) that includes the date of the consummation of any Permitted Acquisition, references to “the Borrower and its Subsidiaries” shall include each acquired Person, or lines of business, as applicable, the EBITDA of such acquired Person or line of business (such EBITDA to be formulated on the basis of the definition of Consolidated EBITDA set forth herein, subject to such customary adjustments by the Borrower as to which the Required Lenders do not object) and the interest expense of such acquired Person or line of business, as if the Acquisition had been consummated on the first day of any such period of measurement.
Covenant Acquisition Adjustments. Except as otherwise expressly provided herein, for purposes of calculating the Leverage Ratio and the Fixed Charge Coverage Ratio and, for purposes of Section 9.9(a)(ii), the prior fiscal year’s Consolidated EBITDA for any period (or a portion of a period) that includes the date of the consummation of any Permitted Acquisition, references to “the Borrower and its Subsidiaries” shall include each acquired Person, or lines of business, as applicable, the EBITDA of such acquired Person or line of business (such EBITDA to be formulated on the basis of the definition of Consolidated EBITDA set forth herein, subject to such customary adjustments by the Borrower as to which the Required Lenders do not object) and the interest expense of such acquired Person or line of business, as if the Acquisition had been consummated on the first day of any such period of measurement.
Covenant Acquisition Adjustments. Except as may be otherwise expressly provided herein, with respect to any calculation of the Applicable Rate or of the financial covenants pursuant to Section 7.11 that includes a period (or a portion of a period) prior to the date of the consummation of any acquisition of any Person or substantially all the assets of any Person (including the Purchase permitted hereunder), references to "the Borrower and its Subsidiaries" shall include each acquired Person, and all such acquired assets and liabilities from any Person on a historical pro forma basis, as if the acquisition had been consummated on the first day of any such period of measurement.