Common use of Financial Determinations Clause in Contracts

Financial Determinations. As of any date of determination, for purposes of determining the Consolidated Interest Coverage Ratio or Consolidated Leverage Ratio (and any financial calculations required to be made or included within such ratios), or required for purposes of preparing any Compliance Certificate to be delivered pursuant to Section 6.02(a), the calculation of such ratios and other financial calculations shall include or exclude, as the case may be, the effect of any assets or businesses that have been acquired or Disposed of by the Company or any of its Subsidiaries pursuant to the terms hereof (including through mergers or consolidations) as of such date of determination, as determined by the Company on a pro forma basis in accordance with GAAP, which determination may include one-time adjustments or reductions in costs, if any, directly attributable to any such permitted Disposition or permitted acquisition, as the case may be, in each case (x) calculated in accordance with applicable Securities Laws for the period of four fiscal quarters ended on or immediately prior to the date of determination of any such ratios (without giving effect to any cost-savings or adjustments relating to synergies resulting from any such permitted acquisition except as the Administrative Agent shall otherwise agree) and (y) giving effect to any such permitted acquisition or permitted Disposition, as the case may be, as if it had occurred on the first day of such four fiscal quarter period.

Appears in 2 contracts

Samples: Credit Agreement (Monster Worldwide, Inc.), Credit Agreement (Monster Worldwide Inc)

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Financial Determinations. As of any date of determination, for purposes of determining the Consolidated Interest Fixed Charge Coverage Ratio or Consolidated Leverage Ratio (and any financial calculations required to be made or included within such ratios), or required for purposes of preparing any Compliance Certificate to be delivered pursuant to Section 6.02(a), the calculation of such ratios and other financial calculations shall include or exclude, as the case may be, the effect of any assets or businesses that have been acquired or Disposed of by the Company or any of its Subsidiaries pursuant to the terms hereof (including through mergers or consolidations) as of such date of determination, as determined by the Company on a pro forma basis in accordance with GAAP, which determination may include one-time adjustments or reductions in costs, if any, directly attributable to any such permitted Disposition or permitted acquisition, as the case may be, in each case (x) calculated in accordance with applicable Securities Laws for the period of four fiscal quarters ended on or immediately prior to the date of determination of any such ratios (without giving effect to any cost-savings or adjustments relating to synergies resulting from any such permitted acquisition except as the Administrative Agent shall otherwise agree) and (y) giving effect to any such permitted acquisition or permitted Disposition, as the case may be, as if it had occurred on the first day of such four fiscal quarter period.

Appears in 1 contract

Samples: Credit Agreement (Monster Worldwide, Inc.)

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Financial Determinations. As of any date of determination, for purposes of determining the Consolidated Interest Coverage Ratio or Consolidated Leverage Ratio (and any financial calculations required to be made or included within such ratios), or required for purposes of preparing any Compliance Certificate to be delivered pursuant to Section 6.02(a7.03(g)(iii), the calculation of such ratios and other financial calculations shall include or exclude, as the case may be, the effect of any assets or businesses that have been acquired or Disposed of by the Company or any of its Subsidiaries pursuant to the terms hereof (including through mergers or consolidations) as of such date of determination, as determined by the Company on a pro forma basis in accordance with GAAP, which determination may include one-time adjustments or reductions in costs, if any, directly attributable to any such permitted Disposition or permitted acquisition, as the case may be, in each case (x) calculated in accordance with applicable Securities Laws for the period of four fiscal quarters ended on or immediately prior to the date of determination of any such ratios (without giving effect to any cost-savings or adjustments relating to synergies resulting from any such permitted acquisition except as the Administrative Agent shall otherwise agree) and (y) giving effect to any such permitted acquisition or permitted Disposition, as the case may be, as if it had occurred on the first day of such four fiscal quarter period.

Appears in 1 contract

Samples: Credit Agreement (Monster Worldwide Inc)

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