Financial Covenant Calculations. The parties hereto acknowledge and agree that, for purposes of all calculations made in determining compliance for any applicable period with the financial covenants set forth in Section 6.7 and for purposes of determining the Applicable Margin, (i) after consummation of any Permitted Acquisition, (A) income statement items and other balance sheet items (whether positive or negative) attributable to the target acquired in such transaction shall be included in such calculations to the extent relating to such applicable period (including by adding any cost saving synergies associated with such Permitted Acquisition in a manner reasonably satisfactory to the Agent), subject to adjustments mutually acceptable to Borrowers and the Agent and (B) Indebtedness of a target which is retired in connection with a Permitted Acquisition shall be excluded from such calculations and deemed to have been retired as of the first day of such applicable period and (ii) after any Disposition permitted by Section 6.8), (A) income statement items, cash flow statement items and balance sheet items (whether positive or negative) attributable to the property or assets disposed of shall be excluded in such calculations to the extent relating to such applicable period, subject to adjustments mutually acceptable to Borrowers and the Agent and (B) Indebtedness that is repaid with the proceeds of such Disposition shall be excluded from such calculations and deemed to have been repaid as of the first day of such applicable period.
Financial Covenant Calculations. The parties hereto acknowledge and agree that, for purposes of all calculations made in determining compliance for any applicable period with the financial covenants set forth in Section 5.9 and for purposes of determining the Applicable Percentage, (i) after consummation of any Permitted Acquisition, (A) income statement items and other balance sheet items (whether positive or negative) attributable to the Target acquired in such transaction shall be included in such calculations to the extent relating to such applicable period, subject to adjustments mutually acceptable to the Borrower and the Administrative Agent and (B) Indebtedness of a Target which is retired in connection with a Permitted Acquisition shall be excluded from such calculations and deemed to have been retired as of the first day of such applicable period and (ii) after any asset disposition permitted by Section 6.4, (A) income statement items, cash flow statement items and balance sheet items (whether positive or negative) attributable to the property or assets disposed of shall be excluded in such calculations to the extent relating to such applicable period, subject to adjustments mutually acceptable to the Borrower and the Administrative Agent and (B) Indebtedness that is repaid with the proceeds of such asset disposition shall be excluded from such calculations and deemed to have been repaid as of the first day of such applicable period.
Financial Covenant Calculations. Debt Capitalization
Financial Covenant Calculations. Financial covenants shall be calculated (a) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein and (b) without giving effect to any treatment of indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such indebtedness in a reduced or bifurcated manner as described therein, and such indebtedness shall at all times be valued at the full stated principal amount thereof.
Financial Covenant Calculations. The calculation of liabilities shall not include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 800-00-00 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discount. Notwithstanding anything in this Agreement to the contrary, the financial covenants shall ignore the adoption of ASU 2016-02 such that Capital Leases shall specifically exclude any operating leases under GAAP as in effect on the Closing Date and upon the adoption of ASU 2016-02.
Financial Covenant Calculations. Total Debt, OIBDA and Interest Expense shall be calculated and interpreted on a consolidated basis in accordance with the GAAP applicable to the Original Financial Statements of the Borrower and shall be expressed in Dollars.
Financial Covenant Calculations. Other than in connection with the determination of Total Asset Value and Unrestricted Cash and Cash Equivalents (which shall be determined for the Company and its Subsidiaries on a consolidated basis), all financial covenants (and related definitions) set forth in the Loan Documents shall be determined for the Parent and the Parent’s Subsidiaries on a consolidated basis; provided that the financial attributes of the Parent’s Unconsolidated Affiliates shall be considered only to the extent of the Company’s Ownership Share therein. The calculation of liabilities shall not include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 000-00-00 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities. Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discount. Notwithstanding anything in this Agreement to the contrary, for the purposes of the financial covenants in Section 10.1., Capitalized Lease Obligations shall include only those lease obligations that are classified as (i) a “Capital Lease” in accordance with GAAP prior to the adoption of Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”) and related ASUs or (ii) a “Finance Lease” in accordance with GAAP to the extent the lease was not previously considered an “Operating Lease” in accordance with GAAP prior to the adoption of ASU 2016-02 and related ASUs. Accordingly, notwithstanding anything in this Agreement to the contrary, the financial covenants in Section 10.1. shall ignore the adoption of ASU 2016-02 such that (i) Capitalized Lease Obligations shall specifically exclude any operating lease liabilities under GAAP as in effect on the Agreement Date and upon the adoption of ASU 2016-02 and (ii) related operating lease assets shall similarly be excluded.
Financial Covenant Calculations. Each set of financial statements of the Parent required to be delivered to the Administrative Agent pursuant to Section 5.04(a) or (b) shall be accompanied by a Compliance Certificate setting forth, among other things:
(a) the information (including detailed calculations) required in order to establish whether the Obligor was in compliance with the financial covenant set forth in Section 6.14 during the Fiscal Quarter or Fiscal Year covered by the statements then being furnished (including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the calculation of the amount, ratio or percentage then in existence);
(b) a certification of the Total Adjusted Net Leverage Ratio, Super Senior Leverage Ratio and Interest Coverage Ratio for the four consecutive Fiscal Quarters ending with the Fiscal Quarter or the last Fiscal Quarter of the Fiscal Year, as the case may be, to which such financial statements relate;
(c) certification of the Available Amount as of the last day of such Fiscal Quarter or Fiscal Year, including details of any Available Amount Expenditures during such Fiscal Quarter or Fiscal Year; and
(d) a statement that the applicable Responsible Officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Parent and the Subsidiaries from the beginning of the Fiscal Quarter or Fiscal Year covered by the statements then being furnished to the date of such Compliance Certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Parent or the Obligor shall have taken or proposes to take with respect thereto.
Financial Covenant Calculations. The parties hereto acknowledge and agree that, for purposes of all calculations made in determining compliance for any applicable period with the covenants set forth in Section 5.9 and for purposes of determining the Applicable Margin, (i) after consummation of any Permitted Acquisition, (A) Consolidated EBITDAR shall be calculated after giving effect thereto on a Pro Forma Basis (subject to adjustments mutually and reasonably acceptable to the Borrower and the Administrative Agent), (B) Consolidated Interest Expense shall be calculated after giving effect thereto (including the effect of any related incurrence of Indebtedness) on a Pro Forma Basis and (C) Consolidated Rent Expense shall be calculated after giving effect thereto on a Pro Forma Basis (subject to adjustments mutually and reasonably acceptable to the Borrower and the Administrative Agent), (ii) after the consummation of any Permitted Construction Transaction, (A) Consolidated EBITDAR shall be calculated after giving effect thereto on a Pro Forma Basis (subject to adjustments mutually and reasonably acceptable to the Borrower and the Administrative Agent), (B) Consolidated Interest Expense shall be calculated after giving effect thereto (including the effect of any related incurrence of Indebtedness) on a Pro Forma Basis and (C) Consolidated Rent Expense shall be calculated after giving effect thereto on a Pro Forma Basis (subject to adjustments mutually and reasonably acceptable to the Borrower and the Administrative Agent) and (iii) after any Disposition permitted by Section 6.4(a)(vii) and (viii) in an amount in excess of $2,500,000, (A) Consolidated EBITDAR shall be calculated after giving effect thereto on a Pro Forma Basis (to the extent the property or assets subject to such Disposition were owned during the applicable period of calculation) (subject to adjustments mutually and reasonably acceptable to the Borrower and the Administrative Agent), (B) Consolidated Interest Expense shall be calculated after giving effect thereto (including the effect of any related incurrence of Indebtedness) on a Pro Forma Basis and (C) Consolidated Rent Expense shall be calculated after giving effect thereto on a Pro Forma Basis (subject to adjustments mutually acceptable to the Borrower and the Administrative Agent).
Financial Covenant Calculations. (a) Capital Expenditure, Cash Generated for Financing, Current Assets, Current Liabilities, Debt, Debt Service, EBITDA, Exceptional Items, Interest Expenses, Net Interest Expenses, Net Debt and Working Capital shall be calculated and interpreted on a consolidated basis in accordance with the Applicable Accounting Principles, unless expressly provided to the contrary, and shall be expressed in euro.
(b) Capital Expenditure, Cash Generated for Financing, EBITDA, Interest Expenses, Net Interest Expenses, Net Debt and Working Capital shall be determined (except as needed to reflect the terms of this Clause 24) from the financial statements of the Group and Compliance Certificates delivered under Clause 23.1 (Financial statements), and Clause 23.2 (Compliance Certificate).
(c) For the purpose of this Clause 24, an amount outstanding or repayable on a particular day in a currency other than euro shall on that day be taken into account in its euro equivalent at the rate of exchange that would have been used had an audited consolidated balance sheet of the Group been prepared as at that day in accordance with the Applicable Accounting Principles.
(d) For the purpose of this Clause 24, no item shall be included or excluded more than once in any calculation.
(e) To the extent that any period prior to the date of first Utilisation of any Facility is included in any Relevant Period in Clause 24.1 (Financial condition):
(i) Net Interest Expenses for the period from the beginning of the Relevant Period until the date of first Utilisation of any Facility shall be calculated on a pro forma basis on the basis of the actual Net Interest Expenses from the date of first Utilisation of any Facility until the end of the Relevant Period; and
(ii) EBITDA for the period from the beginning of the Relevant Period until the date of first Utilisation of any Facility shall be the actual earnings before interest, tax, depreciation and amortisation calculated using the same principles set out in this Clause 24 for the calculation of EBITDA.
(f) The Company shall provide the Agent with the financial information and pro forma computations necessary to calculate these items.
(g) If any Permitted Acquisition occurs during a Relevant Period in relation to a business or company and the underlying business or company is not subsequently disposed of during that Relevant Period (an “Acquired Entity”), the Acquired Entity’s earnings before interest, tax, depreciation and amortisation and cash gene...
